Professional Documents
Culture Documents
KPTL Ar 15 16
KPTL Ar 15 16
KPTL Ar 15 16
FINANCIAL
HIGHLIGHTS
Standalone 2011-12 2012-13 2013-14 2014-15 2015-16 2015-16
` in Cr. USD in Mn
*The quantity includes production, on jobwork basis and purchased from/got processed from third parties.
1 USD = ` 66.3329
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CORPORATE OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENTS
Standalone Consolidated
Gross Revenue Gross Revenue
(` Cr) (` Cr) 7,380
7,212 7,270
6,171
5,368
4,494 4,471
4,177
3,421
3,092
2011-12 2012-13 2013-14 2014-15 2015-16 2011-12 2012-13 2013-14 2014-15 2015-16
EBITDA EBITDA
(` Cr) (` Cr) 807
704
590
500
467 475
427
386
329 322
2011-12 2012-13 2013-14 2014-15 2015-16 2011-12 2012-13 2013-14 2014-15 2015-16
PAT PAT
(` Cr) (` Cr)
200
189
165 166
146
138 130 122
120 118
2011-12 2012-13 2013-14 2014-15 2015-16 2011-12 2012-13 2013-14 2014-15 2015-16
Chairman’s
Message
We continue to scout for new
business avenues, though only
under our existing diversified
umbrella. Our quest for
geographic expansion yielded
rich results with successful
foray into Malavi, Afghanistan,
Botswana & Mauritania.
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CORPORATE OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENTS
BOARD OF
DIRECTORS
He is the promoter and chairman of Kalpataru Power He is a renowned senior professional and expert in the field of
Transmission Ltd. He also serves as the Chairman of Kalpataru Accounting, Tax and Corporate law. He has over 40 years of
Ltd., the flagship real estate arm of the Group. He has a vast experience and serves as consultant in the field of Foreign Exchange,
industry experience of close to five decades in Real Estate Taxation and Corporate laws to well-known companies.
and Property Development, Civil Contracting and EPC across
He is a Chartered Accountant by profession and has an independent
the industry spectrum. He founded the Kalpataru Group in
consultancy firm.
1969 and has been the guiding force behind the Group’s
stellar success. Mr. Vimal Bhandari
Independent Director
Mr. Parag Munot
Promoter Director He has over 28 years of experience in financial services industry. He
is currently serving as the Managing Director and Chief Executive
He is the Managing Director of Kalpataru Ltd., the flagship Officer of Indostar Capital Finance Ltd., prior to which he was the
real estate arm of the Group. He is responsible for Group’s Country Head of AEGON N.V. He has also served as an Executive
Real Estate and Property Development business. At Group Director of IL&FS Ltd. for a period of 12 years and is also on the Board
of many prominent Indian companies.
level, he provides strategic support and drives new business
initiatives. He holds a degree in Bachelor of Commerce and
He is a Commerce Graduate from Mumbai University and a Chartered
is a M.B.A. from the Carnegie Mellon University, USA. Accountant by qualification. He attended Advanced Management
Programs at the International Institute of Management, Lausanne,
Switzerland, as a part of his continuing professional education.
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CORPORATE OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENTS
He has over 28 years of consulting experience in the field of finance, He has more than two decades of experience in areas related to
accounts, tax and business strategy. power, oil & gas, infrastructure, consulting, banking and business
development. He has also been associated with reputed multinational
He was KPMG India’s Managing Partner heading Business Advisory
banks and consulting firms.
practice. He is the founder of Tranzmute Capital & Management Pvt.
Ltd., established with objective of providing new ideas, management He serves on the Board of various subsidiaries of the Company,
and capital to first generation entrepreneurs and family businesses. namely JMC Projects (India) Ltd. and Shree Shubham Logistics Ltd.
He is also on the Board of many prominent Indian companies.
He is a qualified Chartered Accountant and a Cost Accountant. He
He is a Science Graduate and a Chartered Accountant. has also done an advanced management program from Harvard
University, U.S.A.
Mr. Mahendra G. Punatar
Independent Director Mr. Imtiaz Kanga
Additional Director (w.e.f. March 8, 2016)
He is an industry veteran with a career spanning over 53 years in
transmission line business. He has been instrumental in the growth He has a rich experience of over 35 years in various industries. In
of KPTL in its initial years from 1986 to 2001 having served as the past, he was also a Director on the Board of the Company. Currently,
Managing Director. From 2001 till 2009 he has served as a Vice he serves on the Board of various Kalpataru Group Companies.
Chairman (Executive and Non Executive) of KPTL.
He is a Chartered Accountant by profession.
He is also an Independent Director of JMC Projects (India) Ltd. since
January, 2006. He holds Masters in Structural Engineering from
University of Michigan, U.S.A.
SUSTAINING
GROWTH
THROUGH
PRIORITIZATION
We entered FY16 with a moderate order and cost control initiatives which has and harness our proficiency of bringing
book, an effect of subdued demand resulted in structural operational margins. economies of scale to the project. We are
as well as liquidity environment of the Cost leadership plans have translated in actively scouting and bidding for projects
preceding year across our global operating conversion cost savings at our plants. which are margin accretive towards KPTL’s
geographies including India. We chose to We foresee cost control as a continuous bottom-line. For our International T&D
stay focused on improving our profitability process and see tremendous cost saving projects, we have chosen adequately
margins while executing the carried forward opportunities based on nature of order as funded projects. In our pipeline business,
projects and stay selective in picking up labor-oriented or material ones. we are working with a precision of
new orders that are margin-accretive. selecting the right clientele that would add
Having over 3 decades of diversified global meaningful contribution to our profit.
During the year, we have focused our expertise under our belt, KPTL is now
energies on enhancing our business eyeing to augment its growth sustainable Overall, we have our business strategies
fundamentals and operational efficiencies. plan by getting its priorities right. At home in place by getting our priorities right with
We have initiated certain organizational turf, we are focusing on large size orders adept and prompt focus on receivables.
transformation, productivity management in T&D business where we can add scale
Modernization of Gandhinagar
plant has led to cost efficiency
by savings in conversion cost.
Also, we have enhanced our
manufacturing capacity of
Raipur plant during FY 16 to
rationalize overall capacity
to optimize overall cost of
production.
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CORPORATE OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENTS
SUSTAINING
GROWTH THROUGH
STRENGTHENED
CAPABILITIES
We are on an appropriate path leveraging our right capacities
for making growth sustainable.
Over the years, KPTL’s global diversity which is used for design of transmission line We have achieved zero accident across
has enriched and evolved its project towers. Our Quality System is certified for Power Grid Corporation of India Ltd. (PGCIL)
planning, design, sourcing and execution internationally recognized standard like ISO orders signifying our strict focus on Quality
skills. Modernization of Gandhinagar plant and our plants are CE Certified for supply Assurance and Safety.
has led to cost efficiency by savings in within European Economic Area (EEA). We
conversion cost. Also, we have enhanced are capable of Designing, Manufacturing We leverage modern technology such as
capacity of our Raipur plant to rationalize and Construction of transmission line Aerial survey and LIDAR for our complex
overall manufacturing capacity of the towers complying to international quality operations. KPTL’s fabrication plants are
Company for optimizing overall cost of standards such as EN (Europe), ASTM/AM equipped with novel CNC punching/drilling
production. Our strengths lie in design (America), GOST (Ukraine), CSA (Canada) machines and galvanized bath, well fitted to
and engineering, procurement, fabrication, and ASNZ (Australia and New Zealand). We cater diverse client needs.
erection, installation & construction, testing have also won accolades from our clientele
and commissioning, post commissioning at both domestic and international front We are on an appropriate path leveraging
operation and maintenance. We leverage for execution of a well-planned strategy our right capacities for making growth
our contemporary system to provide and deftly laid out business processes. sustainable.
design solutions in accordance with global
standards and local needs. We have
developed deep understanding of local
Awards
working conditions including topographical
conditions, geo-political environment,
local laws and skilled labor availability. We
leverage our in-house developed repository
of the finest global practices and develop
unique solutions suiting local environment
and work conditions. This has further
strengthened our global project execution
credentials. Also, our various successful
KPTL won various awards from PGCIL for
BOOT projects across T&D and Road
its excellence.
segments highlight our efficient project-
management prowess. KPTL’s project Satpura–Ashta ΄ “Best Transmission Line EPC Player in the
Transmission Line undertaken for M.P. country”
Power Transmission Co. Ltd. awarded ΄ “Best safety norms on PGCIL Projects (Zero
Our design experts are members of
8 th INDIA POWER AWARDS 2015 for its Fatal accidents)”
committee formed by CBIP (Central Board
valued contribution to Energy Sector
of Irrigation and Power) to revise “Manual on ΄ Runners up award namely “Maximum volume
Transmission Lines (Publication No. 323)”, of work in 2015-16 on PGCIL Projects”
SUSTAINING GROWTH
THROUGH DIVERSITY
KPTL has successfully established its Our strategy to expand our presence assets creation essential for a balanced
presence into diversified business in global arena has further fortified our revenue model. Also, we have substantial
comprising of T&D segment, Cross diverse business portfolio. We have our L1 orders in hand to augment our business
Country Pipeline, Oil & Gas field Surface footprints at over 40 countries across revenue. We are constantly looking out for
Facilities, Civil Infrastructure Projects, Africa, Middle East, CIS, SAARC, South new avenues which would further bring
Power Generation (biomass) as well as East Asia, U.S.A, Canada and Europe. business growth backed by sustainability.
Railway projects. We have forayed into Also during the year, we have successfully
high potential post-harvest value chain for ventured into new geographies like Malavi,
agri-commodities through our subsidiary Afghanistan, Botswana & Mauritania.
Shree Shubham Logistics. Keeping in
mind global infrastructure needs and At the home turf, we have expanded our
developmental activities, we are set to transmission line BOOT portfolio while
take advantage of our well-structured nurturing our existing assets. Our PPP
diversified business experience. road BOOT projects are set for long term
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CORPORATE OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENTS
Keeping in mind
global infrastructure
needs and
developmental
activities, we are set
to take advantage of
our well-structured
diversified business
experience.
WE ARE
KPTL
At KPTL, we are a leading global EPC player with diversified Our global footprints span India, Africa, Middle East, SAARC, North
interests in power transmission & distribution (T&D), oil & gas America, CIS region and Far East. We are currently executing
pipeline, railways, infrastructure development, civil contracting and turnkey projects in 21 countries. During the year 2015-16, we have
agri-commodity (post-harvest) logistics. secured projects worth ` 7,450 Cr.
Business Segment
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CORPORATE OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENTS
Power T&D
΄ Among the top global EPC player in power transmission lines
΄ Offers integrated solutions from designing-to-stringing of upto 1,200 kv towers
΄ Footprints across 40 countries
Asset Portfolio
Portfolio of three transmission line BOOT/BOOM projects
Projects Project Scope SPV Ownership
Jhajjar KT Transco Pvt Ltd - JV Company 400 kv/200 kv transmission line of 100 KPTL & its associate Companies: 51%
kms in Haryana
Kalpataru Satpura Transco Pvt Ltd 400 kv Satpura – Ashta DCDS transmis- KPTL: 100%
sion line of 240 kms in MP
Alipurduar Transmission Ltd 400 KV transmission line project to be KPTL: 100%
constructed in West Bengal and Bihar
Railways
΄ Undertake tracklaying, signaling & telecommunication, and overhead electrifications works in India and overseas
΄ Leverage KPTL’s electrification prowess and JMC’s civil construction expertise
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CORPORATE OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENTS
Management
Discussion and Analysis
ECONOMIC REVIEW Fed hike, devaluation of Chinese Yuan and slowdown in global
economy. But as compared to world currencies the INR has shown
As per International Monetary Fund’s (IMF) World Economic
resilience.
Outlook report, the global economy grew by 3.1% in 2015. The
global economy growth remained muted in 2015 where advanced Exhibit 2: India’s GDP
economies showed mix signs of revival and the emerging
7.8% 7.6%
economies witnessed a slowdown. Oil and commodities prices 7.6%
remained subdued due to slowdown in emerging economies. 7.4% 7.2%
The U.S. outperformed the developed economies in 2015 with 7.2%
2.4% growth. The U.S. Federal Reserve increased rates by 7.0%
25 bps signaling the end of a monetary policy easing and 6.8% 6.6%
6.6%
reinstating economy’s growth confidence. IMF predicts emerging
6.4%
economies would be improving at a modest growth rate of 4.1% in 6.2%
2016, pegging the global economic growth at 3.2%. 6.0%
FY2014 FY2015 FY2016
Exhibit 1: Global GDP Growth Source: Central Statistics Office (CSO), Government of India
4.6%
5.0% India’s exports fell 15.9% to USD 261.1 billion mainly due to real
4.0% 4.1%
4.0% 3.4% 3.1% 3.2% rupee strength, declining commodity receipts and weak global
demand in FY16 while imports contracted by 15.3% to USD 379.6
3.0%
billion. The trade deficit for FY16 was USD 118.5 billion. As per RBI
1.8% 1.9% 1.9%
2.0% estimates, India’s merchandise exports and imports are expected
1.0%
to grow 1.7% and 4.4%, respectively, in FY17. Manufacturing booster
‘Make in India’ and the new Foreign Trade Policy (FTP) 2015-2020
0 initiative aims exports of goods and services to USD 900 billion
World Output Advanced Emerging and
Economies Developing by FY20.
Economies
To further strengthen the economic recovery the central
2014 2015 2016E government has increased its focus towards the infrastructure
Source: IMF’s World Economic Outlook Update, April 2016 sector as well as the rural economy. The budget allocated capital
expenditure was increased by 3.9% at ` 2,470.2 billion focusing on
India economy overview many new infrastructure projects.
Amidst the global slowdown, the Indian economic growth has
been resilient. The fall in global commodity prices majorly crude SECTOR OVERVIEW
has helped India to move steadily on its recovery trajectory. With Transmission and Distribution
significant reduction in crude oil prices the government has not
The investment in the Transmission and Distribution industry
only saved on the subsidy expenditure but has also milked the
globally are focused towards construction of new transmission
opportunity by increasing excise duty on petrol & diesel. This has
lines, new systems to support heavy industrial facilities,
enabled the government to achieve its fiscal deficit target of 3.9%.
modernization and expansion of antiquated infrastructure and the
The inflation has also remained under check where the Wholesale
need to reroute lines from closed plants to population centers.
Price Inflation (WPI) remained in the negative territory for the
Transmission expansion in developing economies is mainly driven
complete year FY16.
by accessibility to electricity to growing populations.
As per the Central Statistics Office (CSO) estimates, the Indian
Independent transmission companies and merchant transmission
economy is expected to grow at 7.6% in FY16. Softening Consumer
developers are stepping in to provide the necessary stimulus.
Price index-based (CPI-based) inflation at 5.18% in February, 2016
New sources for finance such as infrastructure funds and pension
indulged The Reserve Bank of India (RBI) cut its repo rate by
funds are beginning to target the electricity transmission sector.
75bps in FY16 to a five year low of 6.50%. During FY16, the Indian
International funding and development institutions are widening
Rupee (INR) depreciated 6.4% at ` 66.30 against USD due to U.S.
their scopes to include transmission proposals.
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CORPORATE OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENTS
Developing economies of Asia, Africa, Middle East and Latin The government’s vision of “Power for All” by 2019 is a very strong
America are expected to drive the growth in the power sector. initiative towards significantly enhancing the grid network in India
Investment estimates of over USD 1,070 billion are anticipated to and also connecting the remote locations. This new initiative
materialize this global growth. With 1,658 GW planned or expected would lead to huge investment in the T&D sector in India which
to be added to the generation capacity another 1.04 million km of as per government estimates stands at close to Rs. 2.5 lakh crore.
transmission lines are expected to be built up by 2020.
The power transmission sector has seen robust capacity addition
Exhibit 3: Global transmission line length in FY16. As per the Central Electric Authority (CEA), between April
(over 100 KV, in lac km) –November 2015 at an all India level 15,721 Ckms of transmission
60.00 lines have been added in the 220 kV voltage level and above
49.74 level as compared to around 18,000 Ckms of lines in FY15. As on
50.00
September 2015, total transmission lines added (AC and HVDC)
39.28
40.00 CAGR: 3.4% was 3,29,158 Ckms. Going forward the CEA has set a target of
30.00
3,64,921 Ckms of new transmission lines for FY17.
ICRA believes that the UDAY scheme is a significant positive for the Middle East
power sector. ICRA estimates that if the scheme is implemented,
The Middle East is among the most electricity intensive regions
the aggregate relief to discoms is likely to be around ` 880 billion
in the world, with a per capita electricity consumption of more
per year by FY19 which translates into a reduction in losses by
than double the global average. As per Global Transmission
around ` 0.95/unit on an all India basis, although the per unit
Report 2013, the highest growth in generation capacity of 8.1% was
impact on the most affected states namely Uttar Pradesh, Tamil
witnessed in the Middle East region. The aggregate investment
Nadu, Rajasthan and Haryana are likely to be significantly higher.
in the power transmission segment is expected to be over
This in turn should enable the distribution utilities to break-even
USD 38.7 billion by 2020. At USD 14.5 billion, Saudi Arabia attracts
over the next 3-4 year period.
37.4% of aggregate investments. Qatar and the UAE are expected
The budgetary allocations towards schemes in power sector are to invest almost similar levels in their transmission segments.
up by over 50% to ` 12,200 Cr. Further, the Government’s support
to discom and decision to create 100-smart city, Rajiv Gandhi
Exhibit 7: Transmission Line Length
Grameen Vidyutikaran Yojana (RGGVY), Restructured Accelerated
(over 100KV, in lac km)
Power Development and Reforms Programme (R-APDRP), and 1.7
1.62
North East India transmission investment would brew-up the
sector. Also, Power for All, Make in India and others schemes 1.6
CAGR: 2.4%
to catalyze the growth by dedicated green energy transmission
1.5
corridors are being developed to cater to renewable energy
projects. Land acquisition bill under discussion would boost the 1.4 1.37
stalled projects and will ensure timely completion of infrastructure
projects including transmission lines. 1.3
1.2
Africa CY13 CY20
As per Africa Power Vision (APV), Africa will achieve an 80%
residential electrification rate by 2040 and 90% for industry / Source: Global Electricity. Transmission - Report 2014-2020
business, with sufficient energy to deliver to those connected,
while also implementing off-grid solutions. The installed capacity CIS Countries
in the African region is expected to touch 240.6 GW by the end of The installed capacity of Ukraine by 2012 was about 53,800 MW.
2020 growing at a CAGR of 10.1% as compared to 2014 capacity. As per Ukraine’s updated Energy Strategy 2030, about 8,100 MW
of new capacity was planned to be added over by 2020. The
Exhibit 6: Transmission Line Length progress on expansion of transmission network is muted due to
(over 100KV, in lac km) limited demand. About 1,979 km of new transmission line would
2.5 be added by 2020.
2 2.04 SAARC
1.39 CAGR: 5.6% Sri Lanka has already achieved a grid connectivity of 98%, which
1.5
is commendable by South Asian standards. Current total installed
1 power generation capacity of the country is approximately
4,050 MW. In FY15, Sri Lanka’s Cabinet of Ministers prepared and
0.5 executed a ten year plan ‘Sri Lanka Energy Sector Development
Plan for a Knowledge Based Economy 2015 – 2025’ to aligned
0
CY13 CY20 with the country’s development drive and achieve self-sufficiency
in power.
Source: Global Electricity. Transmission - Report 2014-2020
With adequate collaboration between research firms, individuals Asia Pacific
and companies working within the energy sector agree that the As per Frost & Sullivan, an increase in grid investments in 2015
resources and solutions are in place for electrification in Africa. is expected to drive the Asia-Pacific (APAC) transmission and
A combined investment in grid and off-grid, fossil fuels and distribution (T&D) market. Frost & Sullivan estimates that the T&D
renewables, could speed the electrification of Africa leading equipment market earned revenues of USD 22.66 billion in 2014
to better growth prospects for the transmission & distribution is estimated to surpass USD 24.11 billion in 2015. Efforts to extend
sector. McKinsey’s 2015 report ‘Powering Africa’ estimates the the grid to remote communes in developing nations like Vietnam,
sub-Sahara Africa region would require about USD 490 billion of Indonesia and the Philippines will also lend momentum to the Asia
capital for new generating capacity, plus another USD 345 billion Pacific T&D equipment as well as EPC industry.
for transmission and distribution.
Investments in transmission and distribution are predicted to be
strong in Indonesia, as rural electrification is the highest priority
of the country’s utilities, which aim to achieve 90% electrification
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CORPORATE OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENTS
by 2025. Similar plans in the Philippines and Malaysia, where z Life Insurance Corporation of India (LIC) has agreed to fund
electrification rates are below 100%, will mean more investments ` 1.5 lakh crore over next five years for construction of new
in these areas as well. lines and route electrification
The Asia-Pacific region has fast emerged as one of the key India seems to have taken the pointers from China, U.S. and Japan
market for T&D players, with steady activity in China, reforms in by increasing planned expenditure. Channeling public resources
many markets, electrification agendas and a focus on renewables for railway infrastructure will bring direct and indirect multiplier
driving a surge in mergers and acquisitions. As per EY, in terms of effects on the economy and fuel India’s GDP growth, via 1) robust
M&A the deal value is expected to breach USD 74.1 billion in 2015, backward and forward linkages; 2) linking new markets/regions
an increased 100% over 2014. China contributed USD 51.7 billion or and providing last-mile connectivity to raw materials; 3) boosting
69% of total regional deal value. price competitiveness of manufacturing by lowering input costs;
4) enhancing productivity through logistic efficiencies; and
North America 5) flocking in private investments.
As per Elecrama report 2016, In 2040, the U.S. electricity demand Construction:
is expected to increase 24% from 2012. Spending on renewable
energy projects has grown at a 37% CAGR over the past six years. Building 100 Smart Cities, Sagar Mala project, Pradhan Mantri
It states approximately 70% of transformers and transmission Awas Yojana etc would be some of the major schemes giving
lines are over 25 years old and 60% of distribution poles are a significant fillip to the construction industry in India. Increased
30 to 50 years old relative to useful lives of 20 years and 50 years impetus to the creation of affordable housing mission, along with
respectively. The Investment in infrastructure is forecast to exceed quicker approvals and other supportive policy changes will soon
USD 49 billion in 2016 towards replacements, up gradation and result in an increase in construction activity. Likewise, the Atal
expansion. Smart Grid, demand response & consumer connect Mission for Rejuvenation and Urban Transformation (AMRUT) will
are focus areas of technological development which would bring in increased activity in infrastructure and related sectors.
provide growth to the T&D industry. With relaxed FDI norms the construction Industry is well poised to
attract huge investments going forward.
Railway
The focus and functioning of Indian Railway is set to change
Roads, rail, urban infra, defence, state
following the FY16 Railway Budget with an outlined five-year spending, to spearhead next leg of growth
plan which includes: 1) capex of ` 8.56 trillion over FY16-20, With the focus on building a new India, the Central and state
which is ~3.5x the capex during FY11-15; 2) minimal populism; and governments are making substantial allocations in sectors such
3) noted key structural reform measures like delegation of power, as roads, railway, urban infra, defence, power T&D, irrigation
proposing an independent Rail Development Authority (RDA) for and water. Cumulatively, the Central government is estimated
setting tariff & performance norms, expediting project sanctioning to expend more than ` 27 lakh Cr over the next five years. With
and concentrating resource allocation to priority projects. The the Centre increasing its allocation to states, the latter too are
Budget fosters the transformation with more pragmatic and expected to spend ` 25 lakh Cr over the next five years.
efficiency-enhancing measures such as potential rationalization of
freight tariffs to ensure competitiveness, zero-based budgeting & Rising state government expenditure to
focus on cost savings, and increasing accountability by defining
key result areas (KRAs) for zonal and divisional managers.
spur order intake
Fund allocations to states by the Central government were raised
Key Highlights of budget substantially in the Union Budget 2015 from 32% of Union tax
z Revenue generation targeted at ` 1.84 trillion revenue to 42% for FY16. This should significantly spur development
expenditure by state governments going forward. Cumulatively,
z FY17 targeted at Operating Ratio (OR) - 92% state governments are budgeted to spend 65% more versus the
z CAPEX pegged at ` 1.21 trillion; implementation through joint Centre in FY16. The combined expenditure of states is budgeted
ventures with states, new frameworks for PPP, etc at ` 25 lakh Cr for FY16; of this, capital expenditure is estimated
at 14%.
z FY17 targeted commissioning 2,800 kms of track;
commissioning Broad Gauge lines at over 7 kms/day against Oil and Gas pipeline infrastructure
an average of about 4.3 kms/day in the last 6 years. It plans to
The oil and gas sector is among the six core industries in India
increase it to 19 kms/ day in FY19
and plays a major role in influencing decision making for all the
z Awarded dedicated freight corridors (DFC) worth ` 24,000 Cr; other important sections of the economy. India is the fifth-largest
propose to take up North-South, East-West & East Coast Liquefied Natural Gas (LNG) importer after Japan, South Korea,
freight corridors through innovative financing including PPP the United Kingdom and Spain and accounts for 5.5% of the total
global trade.
z Finalized bids for two loco factories; proposed to increase the
current procurement of train sets by 30% The country’s gas production is expected to touch 90 Billion
Cubic Metres (BCM) in 2040 from 35 BCM in 2013. Gas pipeline
infrastructure in the country stood at 15,808 km in December 2015. is a shortage of more than 10 million tonnes of cold storage for
By FY16, India’s demand for gas may touch 124 MTPA against a agri-produce in India.
domestic supply of 33 MTPA and higher imports of 47.2 MTPA,
With growing agri-produce, increased exports, Government’s
leaving a shortage of 44 MTPA, as per projections by the Petroleum
intention to curb agricultural wastage there is a need for better
and Natural Gas Ministry of India.
warehouse and logistics facility in India. The Warehousing
By the end of the 13th five year plan, India is expected to have a (Development and Regulation) Act that aims to make warehousing
natural gas pipeline network of around 31,432 kms with a design receipts negotiable and set up accreditation agencies for
capacity of 782 MMSCMD with a nationwide gas grid and more warehousing registration, covering agri-warehousing under priority
uniform pipeline network coverage in place. sector lending by RBI, tax holiday on warehousing income and
subsidy schemes like that of NABARD are some of the key schemes
which would support the growth of agri-warehousing sector in India.
Exhibit 8: Summary – Pipeline infrastructure in
2030 SEGMENTAL OPERATIONAL
Design PERFORMANCE
Capacity Length The Company has two key business segments, viz. Transmission
Pipelines (mmscmd) (Kms) & Distribution and Infrastructure EPC. Geographically, the revenue
Existing before 2012 306 12,144 of the Company can be divided in two different segments –
th domestic and international. Revenue from domestic segment was
Expected addition in the 12 plan 416 15,928
` 1,975 Cr (45%) and international segment contributed revenue of
th
Expected addition in the 13 plan 60 3,360 ` 2,390 Cr (55%) in FY16.
Incremental Capacity addition in
The other segment contributed ` 66 Cr in FY16 through generation
MBBVPL / MBPL / Surat Paradip 33 1,295
and sale of power produced from two small biomass based power
pipelines beyond 13th plan till 2030*
generation plants in Rajasthan.
Total 815 32,727
Source: PNGRB / * Annexure VII Transmission & Distribution Segment
Agri Logistic (T & D)
Warehousing and logistic have become a central function for many T&D segment being the major business for the company
industries as they act as a storage place for all the materials starting contributes 86% of the total revenue of the Company. The
from raw materials to finished goods spread over entire life cycle of revenue in T&D segment was declined to ` 3,739 Cr. in FY16 from
any product. The industry is expected to grow at a CAGR of 12-13% ` 4,034 Cr. in the previous fiscal year due to delays in conversion
for next 3 to 5 years. The key demand would be from importers and of order and softening of commodity prices over the last one year.
exporters for specialized services and custom-built warehouses. Since inception, the Company has witnessed strong presence
The boom of ecommerce in India is also one of the major demand and performance in the T&D space. Subsequently, transmission
drivers for logistics. The total logistics market accounts for over sector is estimated to draw more investment globally, our T & D
6.2% of India’s GDP and warehousing accounts for approximately segment is expected to cater to the global prerequisite backed by
20% of the total Indian logistics industry. Currently, India has more well-timed project execution proficiencies.
than 2,000 million square feet of warehousing space out of which
Production (including outsourced) and dispatches of transmission
only 8% approximately is accounted by organized sector and the
line towers were 1,44,887 MT and 1,46,749 MT, respectively in FY16
rest by unorganized sector consisting of third party logistics (3PL),
as compared to 1,51,480 MT and 1,49,539 MT in FY15.
individuals, etc.
The Company erected 1,17,298 MT of transmission towers at
Food wastage in India has always been an issue and efforts have
various locations domestically and internationally and about 3,287
been evaluated to combat hunger and improving food security
CKM of stringing work done to connect the grid to sub-station or
which is subjected to bureaucracy and corruption. A huge amount
sub-station to sub-station in FY16 as compared to about 1,60,000
of food is lost due to weak food supply chain. As on May, 2015,
MT of erection and about 2,600 CKM of stringing work in FY15.
the cumulative storage capacity of various agencies such as Food
Corporation of India (FCI), Central Warehousing Corporation, state During FY16, the segment has received following top 5 projects
warehousing corporations, cooperatives and private parties stood apart from several orders in Domestic and International orders:
at just 121.11 million metric tonnes (mmt), while the marketable
z Design, Testing, Manufacturing and Supply of Tower Parts,
surplus of food grains in 2013-14 alone was approximately 159
Conductor, OPGW, Earth-wire, Insulator, Hardware & other
mmt. In terms of volumes, studies conducted by Indian Council
relevant Accessories upto Site Store to (a) setup Alipurduar
of Agricultural Research indicate that harvest and post-harvest
(Powergrid SS) Siliguri (Powergrid SS) 400kV D/C Transmission
losses of major crops and commodities in India are in the range
Line (2nd) with Quad Moose conductor in West Bengal (b)
of 4-6% of the total production. As per KPMG and the Associated
Kishanganj (Powergrid SS) - Darbhanga (DMTCL SS) 400kV
Chambers of Commerce and Industry of India (ASSOCHAM), there
D/C line with Quad Moose conductor in Bihar (c) 2 nos.
22 |
CORPORATE OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENTS
During the year, the Company has received orders of approx. Infrastructure
` 6,650 Cr for this segment. a. Upgradation of 53.65 km road from Devengere to Channagiri
of SH76 in Davengere, Karnataka.
Infrastructure EPC
The segment includes cross country oil & gas pipeline laying and b. Construction of Flyover in Bhiwandi Nizampur City Municipal
railway EPC business of the company. The revenue in this segment Corporation Limit on Kalyan Bhiwandi Road from Rajiv Gandhi
was increased to ` 559 Cr. in FY16 from ` 318 Cr. in the previous Chowk to Sai Baba Temple at Bhiwandi, Mumbai.
fiscal year. c. Infrastructure Development for sector - 5, 7, 15, 16 & 22 (Phase-I)
During FY16, segment has received following projects: in Naya Raipur by Naya Raipur Development Authority at
Raipur, C.G.
z Construction of Pipeline and Associated Facilities in Spread
4, Spread 5 and Spread G of DNEPL Project worth around Water Supply
` 188 Cr. Under Rural drinking water scheme of Bhagalpur, Pipe line supply
z Pipeline laying project from ONGC namely Nawagam Koyali and laying project at Bhagalpur, Bihar.
Project worth around ` 187 Cr.
International
z Two projects in consortium from Rail Vikas Nigam limited (STS)
Design, Improvement works and Management and Maintenance
worth around ` 181 Cr.
Services for the Nekemte-Bure Road Upgrading Project at Ethiopia
z Project in consortium from Rail Vikas Nigam limited (JMC &
STS) worth around ` 78 Cr. Financial Review – Consolidated
z Amlohri-Nigahi Project of NCL Singrauli, Madhya Pradesh The consolidated revenue of the Company grew 3%, with net
worth around ` 65 Cr. revenue of ` 7,380 Cr during the year. The consolidated order
book of the Company is approx. ` 14,500 Cr.
During the year, the Company has received orders of approx.
` 800 Cr for this segment. On a standalone basis, the company reported net revenue of
` 4,365 Cr in FY16, a dip of 1% over the last year. Revenue in the
The standalone order book at the end of FY16 is ` 8,300 Cr. with power transmission and distribution segment slides by 7% to
the following break-up: ` 3,739 Cr in FY16 from ` 4,034 Cr in FY15. Infrastructure segment
- Transmission & Distribution - ` 7,000 Cr. recorded a growth of 76% in FY16 over the last year.
- Infra (Pipeline & Railways) - ` 1,300 Cr. EBITDA grew by 9% in FY16 over the last year. PAT was up by
20% in FY16 to ` 199 Cr from ` 166 Cr mainly on account of lower
material consumption and finance cost.
Net fixed assets (including capital work in progress), at the end of The Company has defined conservative internal prudential norms.
FY16 is ` 543 Cr as against ` 559 Cr in the previous year. During the The Company ensures a favorable debt equity ratio, moderate
year under review, the depreciation is ` 84 Cr and net addition in liquidity, strong clientele with timely payment track-record and
the fixed asset is ` 46 Cr. As per the requirement of the Companies focus on select markets minimize the impact in adverse. The
Act, 2013, the depreciation is charged on the useful life of assets. Company has geographically diversified into multiple countries
thereby reducing its dependency on one market or country.
Net current assets increased to ` 855 Cr as against ` 795 Cr in the
previous year due to increase in inventories and trade receivables.
Succession Planning Risk
Borrowing levels of the Company has reduced and remains at a Scarcity of management resources along with growing cost pose
comfortable level with debt/equity ratio of 0.27. big challenge against building an effective succession structure at
The Company enjoys A1+ and AA rating for its short-term and senior and middle management level.
long-term borrowing from CRISIL & CARE both. The company has The Company grooms its internal resources through various
sufficient working capital limits to support its growth plan. training programs on continuous basis and intend to build in-
house trained team.
OUTLOOK
The global T&D segment will witness steady growth in the coming Execution Risk
days due to higher energy demand, integration of renewable Most of the projects that the company undertakes are by their nature
energy in the grid. In India T&D segment offers tremendous long term and, consequently involves a variety of implementation
opportunity as large scale investment by the Central and State risks, including construction delays, delay or disruption in supply
government is unfolding. KPTL being a player in both global and of raw materials, delays in arranging the right of way, Managing
domestic market will significantly benefit from this. The company locational issues, availability of timely skilled manpower, this can
showed a strong growth in the EPC of oil and gas and Railway and lead to cost overruns. Bank guarantee encashment may also
with legacy orders in Railway segments are nearly completed, the impact Company’s reputation.
outlook remains very positive, especially in the Railway segment
given the thrust of government towards upgrading and expanding The Company deploys a well-defined standard operating
the rail network and laying 15,000 km of additional pipeline to procedure – from project planning to delivery – and adheres to
complete gas grid. rigorous internal checks and balances with regard to every project.
Economic Risk The Company passes off such negative impacts to its client
Company’s business may be affected by interest rates, changes partially or completely by adding price escalation clause in most of
in Government policy, taxation and other economic developments the contracts. In case of firm price contracts, company tries to pass
affecting India. on back to back firm price contract to its vendor/contractor and/
or also hedge itself through price discovery, wherever possible.
24 |
CORPORATE OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENTS
Currency Risk The Company’s internal audit department conduct regular audits
to ensure adequacy of internal control systems, adherence
With operations in many countries, any adverse movement in any
to management instructions and compliance with laws and
particular currency can adversely impact financials. In present
regulations of the country, as well as to suggest improvements.
uncertain time, it becomes more difficult to judge the market and
take appropriate decision. The Internal Audit Function provides assurance to the Board and
Senior Management in the various Businesses and Functions that
The Company deploys twin pronged approach of maintaining a
the system of internal control deployed is appropriately designed
balanced order book mix (domestic and overseas orders) and
to manage the key business risks and is operating effectively.
currency hedging whenever possible to mitigate this risk. Foreign
exchange risk is tracked and managed within the risk management Audit plans, internal auditor’s observations and recommendations,
framework. Short-term foreign currency asset-liability mismatch is significant risk areas assessments and adequacy of internal
continuously monitored and hedged. controls are also periodically reviewed by the Audit Committee.
The Company has ERP system - SAP, to have better internal control
Cyber Risk systems and flow of information. Further, the Company is adhering
At KPTL, the use of information and telecommunication to the rules and regulations of ISO guideline.
technologies is increasing, resulting in greater security threats
to its digital infrastructure. These impacts may include the loss of ENVIRONMENT, HEALTH AND SAFETY
sensitive data or information, legal and regulatory breaches and
Preservation and promotion of environment is of fundamental
reputational damage.
concern in all our business activities. Safety of Men, Machine and
The Company continues to strengthen its cybersecurity policies, Materials are being prime concern of the Company and it provides
standards, technical safeguard, ongoing monitoring of new and better work place environment to all by engineering controls &
existing threats and IT security awareness initiatives which include implementing safe work methodology.
IT disaster recovery, emergency response and business continuity
The Company has installed various instruments and equipment at
management capabilities to enable the reduction of the impacts of
its manufacturing facilities to maintain and increase environmental
a cybersecurity event.
friendly and healthy working condition. At projects, the use of
mechanical winch machine has been implemented for prevention
Regulatory Compliance Risks of accidents & enhance productivity.
The Company recognises that timely compliance with the ongoing
frequently changing regulatory requirements can at times be As per specific requirement of customers, the Company is
challenging, and therefore will: carrying out fumigation of its export supplies and dull finishing
of products to avoid reflection when it is installed at site.
z Strive to understand the changing regulatory standards, so as to The Company is developing green area at and around all its
strengthen its decision making processes and integrate these in facilities.
the business strategy of each of the segment in which it operates
The Company has bagged the Safety Award from Power Grid
z Drive business performance through the convergence of risk, Corporation of India Limited in the month of April 2016 and achieved
compliance processes and controls mechanisms to ensure Zero Fatality in PGCIL Projects during the FY16. This is a very proud
continued operational efficiency and effectiveness. moment for the organization as the whole team had shown a very
strong commitment towards safety at all levels.
Political Risk
The Company has been awarded IMS certification at Unit II &
Social / Civil unrest, act of terrorism within India or internationally
International Projects including ISO 14001 (EMS) & OHSAS 18001
can have an impact on the Company’s operations. Political and civil
at Gandhinagar and EMS recertification at Raipur unit successfully
unrest and tensions globally may have an impact on a safe and
completed recently.
timely execution of project, which may have financial implications.
The Company has been celebrating Road Safety Week, National
The Committee reviewed the Company’s risk management
Safety Week, Fire Safety Day & Environment Day etc., at all
practices and activities on a quarterly basis. This included a review
Projects, Biomass Plants & manufacturing units every year to
of risks to the achievement of key business objectives covering
refresh all their employee’s commitment towards Health Safety
growth, profitability, talent aspects, operational excellence and
& Environment with an aim to get Zero incident at all fronts &
actions taken to address these risks.
protect Environment with optimize use of Natural Resources
and Effluent Treatment Plant & Air Pollution Control measures
INTERNAL CONTROLS devices installed at plant. Also, the Company does mock drills
The Company has an adequate system of internal controls to access emergency / disaster management preparedness
implemented by the management towards achieving efficiency at regular intervals. The Company also undertake internal
in operation, optimum utilization of the Company’s resources and safety audit to ensure adequacy and implementation of safety
effective monitoring thereof and compliance with applicable laws standards.
and regulations.
26 |
CORPORATE OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENTS
Directors’ Report
Your Company has a standalone order book of ` 8,300 Crores MATERIAL CHANGES AND COMMITMENT AFFECTING
excluding fairly placed bids. FINANCIAL POSITION OF YOUR COMPANY
The consolidated net revenue of your Company was ` 7,380.38
There are no material changes and commitments, affecting
Crores as against ` 7,198.21 Crores.
the financial position of your Company which has occurred
There has been no change in the nature of business of your between end of financial year of the Company i.e. March 31,
Company during the year under review. 2016 and the date of Directors’ Report i.e. May 28, 2016.
JMC has a strong order book of approx. ` 6,200 Crores. ¾ Amber Real Estate Ltd. (Amber):
Your Company holds 67.19% equity shares of JMC. JMC
has successfully completed Rights issue of 74,62,686 Amber is a Wholly Owned Subsidiary of your Company.
Equity shares of ` 10 each during the year under review Amber has leased out and/or sold the entire premises
raising funds of approx. ` 150 Crores. developed at Thane IT Park in Maharashtra.
JMC has executed 3 road BOOT projects, through its ¾ Adeshwar Infrabuild Ltd. (Adeshwar):
Wholly Owned Subsidiary Companies and 1 road BOOT
project in Joint Venture. All the four road BOOT projects Adeshwar was incorporated to venture into new areas of
are now fully operational on full toll and full length basis, business which can be conveniently or advantageously
of which the SPV Company M/s Vidhyachal Expressway run by Company in the coming years which may include
Private Limited has received second Provisional Certificate mining, cement, transmission and related activities etc. It
to start operations of Toll Plaza – 2 of Rewa Project on is a Wholly Owned Subsidiary of your Company.
April 4, 2016. JMC through its Wholly Owned Subsidiary
is also engaged in the mining activity however, there is no ¾ Kalpataru Satpura Transco Private Ltd. (KSTPL):
operation in the said Subsidiary.
KSTPL, a Special Purpose Vehicle ("SPV") was incorporated
to implement DBFOT Project from Madhya Pradesh
¾ Shree Shubham Logistics Ltd. (SSLL):
Electricity Board to build, own, operate and transfer
SSLL undertakes an array of activities in the post- 240 kms, 400 KV double circuit power transmission line
harvest value chain for agri-commodities. The activities between Satpura to Ashta in the state of Madhya Pradesh.
include warehousing, procurement, primary processing, The Company would own project for 25 years with an
collateral management, funding facilitation, funding, option to extend the period for further period of 10 years
testing & certification, and pest management in relation to as mutually agreed for which transmission license has
agri-commodities. The activities are aimed at a been granted by Madhya Pradesh Electricity Regulatory
wide spectrum of market participants dealing in Commission (MPERC) for transmission of electricity from
agri-commodities, including farmers, traders & 2X250 MW extention units at Satpura TPH. It is a Wholly
aggregators, government agencies, banks and electronic Owned Subsidiary of your Company.
¾ Kalpataru Metfab Private Ltd. (KMPL) ¾ Kalpataru Power Transmission Nigeria Ltd. (KPTL Nigeria):
(Formerly known as Gestamp Kalpataru Solar Steel
KPTL Nigeria was incorporated to explore the Power
Structures Private Ltd.):
Transmission market in Nigeria. It is a Wholly Owned
KMPL is a Wholly Owned Subsidiary of your Company. Subsidiary of your Company. The Company is in process
The name of the Company was changed from Gestamp for closing the KPTL Nigeria since there is hardly any extra
Kalpataru Solar Steel Structures Private Limited to benefit of having local presence in Nigeria.
Kalpataru Metfab Private Limited during the year under
review. The Company was a joint venture Company for ¾ Jhajjar KT Transco Private Ltd. (Jhajjar KT):
manufacturing of steel structures for solar power panel Jhajjar KT is a Joint Venture Company, in which your
wherein your Company and GONVARRI MS CORPORATE, Company holds 49.72% stake.
S.L., Spain (Gonvarri) held 50-50% share capital. Your
Company purchased balance 50% stake from Gonvarri Jhajjar KT was incorporated with the objects of exclusive
during the year under review. right and authority to construct, operate, maintain and
transfer the 400kv / 200kv Transmission Lines & Sub-
¾ Alipurduar Transmission Ltd. (ATL): stations (Transmission System) in the state of Haryana
on Design, Build, Finance, Operate and Transfer (DBFOT)
ATL was incorporated as Special Purpose Vehicle (“SPV”) basis and provide transmission services for a period of
Company by REC Transmission Projects Company 25 years with an option to extend the period for further
Limited (REC TPCL) to establish Transmission System period of 10 years mutually agreed for which transmission
Strengthening in Indian System for transfer of power from license has been granted by Haryana Electricity Regulatory
New HEP’s in Bhutan on BOOM basis (Project). ATL will Commission (HERC) for transmission of electricity from
own the Project for 35 years from scheduled COD. Since 2X660 MW Thermal Power Plant at Jhajjar.
your Company has secured this Project under tariff based
competitive bidding process, your Company has acquired ¾ Kalpataru IBN Omairah Company Ltd.
ATL, which is SPV Company for the Project, from REC TPCL (KPTL- IOC LLC):
on January 6, 2016. ATL is a Wholly Owned Subsidiary of
your Company. KPTL-IOC LLC was incorporated as a Joint Venture
Company between your Company and IBN Omairah
¾ Kalpataru Power Transmission USA INC. (KPT USA): Contracting Company Limited in the Kingdom of Saudi
Arabia, in which your Company holds 65% stake. The Joint
KPT USA was incorporated to increase focus on American Venture Company has been formed to undertake and
markets with local presence. It is a Wholly Owned execute overhead Transmission Lines and / or substation
Subsidiary of your Company. projects on turnkey basis in Kingdom of Saudi Arabia.
During the year under review, Alipurduar Transmission Limited
¾ Kalpataru SA (Proprietary) Ltd. (KPTL SA):
have become subsidiary Company, Kalpataru IBN Omairah
KPTL SA was formed in South Africa to bid for EPC Power Company Limited, Kingdom of Saudi Arabia have become Joint
Transmission jobs in South Africa as local Company. It Venture Company and Namo Overseas Pte Limited, Singapore
is a Wholly Owned Subsidiary of your Company. Your have become Step down subsidiary Company (through SSLL)
Company is in process for closing KPTL SA since there is of your Company.
hardly any extra benefit of having local presence in South During the year under review, no new Company has become
Africa. Associate Company of your Company.
¾ Kalpataru Power Transmission (Mauritius) Ltd. (KPTML): During the year under review, no Company have ceased to
be Subsidiary Company, Associate Company or Joint Venture
KPTML was incorporated to engage in investment Company of your Company except Namo Overseas Pte Limited,
holding activities. It is a Wholly Owned Subsidiary of your Singapore, which was struck off.
Company.
Accordingly, as on the date of this Report your Company
KPTML has a 100% Wholly Owned Subsidiary in Dubai, have 21 direct and indirect Subsidiaries and 2 Joint Venture
namely Kalpataru Power DMCC, UAE. The Company Companies. The statement pursuant to Section 129 (3) of the
was formed with the purpose of carrying out General
Companies Act, 2013 containing details of these Subsidiaries
trading activities, Pipes & Fittings Trading and Metal Alloys
forms part of the Annual Report.
Trading.
As per Section 129 of the Companies Act, 2013 your Company
¾ LLC Kalpataru Power Transmission Ukraine (KPT Ukraine): has placed Consolidated Financial Accounts before the
Members for their approval. Since the Consolidated Financial
KPT Ukraine was incorporated to explore & execute Power
Accounts are being approved by the Members, your Company
Transmission contracts in Ukraine. It is a Wholly Owned
Subsidiary of your Company. has not attached the individual Annual Report of each of the
Subsidiary Company with this Annual Report. However, your A brief resume of directors being appointed along with the
Company will make available the Annual Accounts of the nature of their expertise, their shareholding in your Company
Subsidiary Companies and the related detailed information to and other details as stipulated under Regulation 36 (3) of
any Member of the Company who may be interested in obtaining the SEBI (Listing Obligations and Disclosure Requirements)
the same. The Annual Accounts of the Subsidiary Companies Regulations, 2015 is appended as an annexure to the Notice of
will also be kept open for inspection at the Registered Office of the ensuing Annual General Meeting.
your Company and that of the respective Subsidiary Company.
BOARD MEETINGS
CONSOLIDATED FINANCIAL STATEMENTS
The Board met Ten (10) times during the financial year ended
Your Directors have pleasure in attaching the Audited on March 31, 2016. The dates on which the Board Meetings
Consolidated Financial Statements pursuant to Companies Act, were held are May 30, 2015, July 17, 2015, August 7, 2015,
2013 and SEBI (Listing Obligations and Disclosure Requirements) September 10, 2015, September 29, 2015, November 5,
Regulations, 2015 prepared in accordance with Accounting
2015, January 13, 2016, February 10, 2016, March 8, 2016 and
Standards prescribed by the Institute of Chartered Accountants
March 14, 2016.
of India. The Consolidated Financial Statements presented by
your Company include the financial results of its Subsidiary The number of Meetings of the Board that each Director
Companies, Associate and Joint Venture Companies. attended is provided in the Report on Corporate Governance.
DIRECTORS COMMITTEES
The Board of Directors of your Company, pursuant to Your Company has several Committees which have been
recommendation of Nomination and Remuneration Committee,
established as a part of best corporate governance practices
in their Meeting held on May 30, 2015 re-designated and
and are in compliance with the requirements of the relevant
elevated Mr. Manish Mohnot as a Managing Director of
provisions of applicable laws and statues.
your Company w.e.f. June 1, 2015 upto March 31, 2020. The
Members of your Company at the Annual General Meeting held The Board has constituted following Committees:
on September 29, 2015 has approved such appointment of Mr.
¾ Audit Committee
Manish Mohnot as a Managing Director of the Company w.e.f.
June 1, 2015 upto March 31, 2020. ¾ Nomination and Remuneration Committee
The Members of the Company at the Annual General Meeting ¾ Stakeholder’s Relationship Committee
held on September 29, 2015 has appointed Ms. Anjali Seth as ¾ Corporate Social Responsibility Committee
Director of your Company, liable to retire by rotation.
¾ Risk Management Committee
Mr. Imtiaz Kanga was appointed as an Additional Director of
¾ Share Transfer Committee
your Company w.e.f. March 8, 2016. Pursuant to Section 161
of the Companies Act, 2013 and Articles of Association of ¾ Executive Committee
the Company, Mr. Imtiaz Kanga holds office upto the date of
The details with respect to the compositions, powers, roles,
the ensuing Annual General Meeting. Your Company has
terms of reference etc. of relevant Committees are given
received notice under Section 160 of the Companies Act, 2013
in detail in the ‘Report on Corporate Governance’ of your
along with the requisite deposit proposing appointment of
Company which forms part of this Annual Report. The dates
Mr. Imtiaz Kanga as Director of the Company.
on which Meeting of Board Committees were held during the
Your Company has received declarations from all the financial year under review and the number of Meetings of the
Independent Directors confirming that they meet with the criteria Board Committees that each Director attended is provided in
of independence as prescribed under Section 149(6) of the the ‘Report on Corporate Governance’. The minutes of the
Companies Act, 2013 and under Regulation 16 (1) (b) of the SEBI Meetings of all Committees are circulated to the Board for
(Listing Obligations and Disclosure Requirements) Regulations, discussion / noting / ratification.
2015. Further, pursuant to Section 164(2) of the Companies Act,
2013, all the Directors have provided declarations in Form DIR- All recommendation of the Audit Committee was accepted by
8 that they have not been disqualified to act as a Director. the Board of Directors of your Company.
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL (c) they have taken proper and sufficient care for the
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, maintenance of adequate accounting records in
PROHIBITION AND REDRESSAL) ACT, 2013 accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and
Your Company has zero tolerance towards any action on the
detecting fraud and other irregularities;
part of any executive which may fall under the ambit of ‘Sexual
Harassment’ at workplace and is fully committed to uphold (d) they had prepared the annual accounts on a going
and maintain the dignity of every women executive working concern basis;
in your Company. The Sexual Harassment Policy provides for (e) they had laid down internal financial controls to be
protection against sexual harassment of women at workplace followed by the Company and that such internal financial
and for prevention and redressal of such complaints. controls are adequate and are operating effectively and
There were no complaints pending as on the beginning of the (f) they had devised proper systems to ensure compliance
financial year and no new complaints were filed during the with the provisions of all applicable laws and that such
financial year under review. systems are adequate and operating effectively.
POLICY ON CODE OF CONDUCT AND ETHICS Based on the framework of internal financial controls and
compliance systems established and maintained by the
As an organization your Company places a great importance Company, work performed by the internal, statutory and
in the way business is conducted and the way each employee secretarial auditors and external consultants, including audit
performs his/her duties. Your Company encourages of internal financial controls over financial reporting by the
transparency in all its operations, responsibility for delivery statutory auditors, and the reviews performed by management
of results, accountability for the outcomes of our actions, and the relevant board committees, including the audit
participation in ethical business practices and being responsive committee, the board is of the opinion that the Company’s
to the needs of our people and society. Towards this end, internal financial controls were adequate and effective during
your Company has laid down a Kalpataru Code of Conduct FY 2015-16.
(KCoC) applicable to all the employees of your Company and
conducted various awareness sessions across the Company. ACKNOWLEDGEMENT
The Code provides for the matters related to governance, Your Directors take this opportunity to thank all the financial
compliance, ethics and other matters. institutions, Banks, Government and Regulatory Authorities,
customers, vendors and members and all other stakeholders
SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY for their continued support.
No significant or material orders were passed by the regulators Your Directors place on record their deep appreciation to
or courts or tribunals impacting the going concern status and employees at all levels for their hard work, dedication and
your Company’s operation in future. Commitment. The enthusiasm and unstinting efforts of the
employees have enabled your Company to remain as one of
STATEMENT OF DIRECTORS’ RESPONSIBILITY the top industry leader.
Pursuant to requirement under Section 134(3)(c) of the On behalf of the Board of Directors
Companies Act, 2013 (Act), Directors, confirm that:
(a) in the preparation of the annual accounts for the year Mofatraj P. Munot
ended on March 31, 2016, the applicable accounting Place: Mumbai Chairman
standards read with requirement set out under Schedule Date: May 28, 2016 DIN: 00046905
III to the Act, have been followed and there are no material
departures from the same;
(b) they have selected such accounting policies and applied
them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31,
2016 and of the profit of the Company for the year ended
on that date;
1. A brief outline of the Company’s CSR policy, including 2. The Composition of the CSR Committee:
overview of projects or programs proposed to be
The Board of Directors of your Company has constituted
undertaken and a reference to the web-link to the CSR
the Corporate Social Responsibility Committee of
policy and projects or programs.
Directors. CSR Committee is formed as per the applicable
Kalpataru Power Transmission Limited’s CSR Policy laws of the Companies Act, 2013 and the Committee is
responsible for the implementation/monitoring and review
Kalpataru Power Transmission Limited (“KPTL”) has
of the policy and various projects/activities undertaken
always been at forefront of Voluntary CSR. The provisions
under the policy.
of the Companies Act, 2013 have made it imperative
to institutionalize the CSR activities. The objective of The Members of the CSR committee are:
your Company’s CSR policy is to lay down the guiding
a) Mr. Sajjanraj Mehta - Chairman
principles for proper functioning of CSR activities to attain
(Independent Director)
sustainable development of the society around the area
of operations of your Company. Your Company’s social b) Mr. Mofatraj P. Munot - Promoter Director
responsibility policy focuses on using the capabilities of
c) Mr. Parag Munot - Promoter Director
business to improve lives and contribute to sustainable
living, through contributions to local communities and d) Mr. Manish Mohnot - Managing Director
society at large.
Your Company undertook various activities during the year 3. Average Net Profit of the Company for last three financial
in line with its CSR Policy and as prescribed in Schedule VII years: ` 11,016.96 lacs calculated as per CSR Rules
to the Companies Act, 2013. The activities are healthcare,
providing medical checkups and medicine, child care, 4. Prescribed CSR Expenditure (two percent of the amount
Upliftment of Rural & Tribal Poor and Urban Slum Dwellers as in item 3 above): ` 220.34 lacs
by curing avoidable blindness, rural development,
preventive healthcare for poor and Tribal children and 5. Details of CSR Spent during the financial year.
maternal health. While the focus of CSR initiatives were a. Total amount to be spent for the financial year:
in the areas around Company operations, your Company ` 220.34 lacs
has also undertook projects where societal needs were
existing. b. Amount unspent, if any: ` 149.41 lacs
CSR Policy of the Company is available on the Company’s c. Manner in which the amount spent during the
website (weblink http://www.kalpatarupower.com/) financial year is detailed below:
Sr. CSR Project or activity Sector in Projects or Amount Amount spent on Cumulative Amount Spent:
No identified which the Programs Outlay the Projects or expenditure Direct or
project is (1) Local Area (Budget) programs (Sub upto the through
covered or Other project or heads):* reporting implementing
(2) Specify Program (1) Direct period agency
the State and wise** Expenditure on (` in lacs)
district where (` in lacs) projects or
projects or programs
programs was (2) Overheads
undertaken (` in lacs)
1. Provide medical Promoting Gandhinagar, 45.00 33.20 33.20 Kalpataru
services to poor and Health Care Gujarat Welfare Trust
needy through the & Rural
“Kalpa Seva Arogya Development
Kendra”
2. Upliftment of Rural & Promoting Gujarat and 20.00 20.00 20.00 Vision
Tribal Poor and Urban Health Care & Maharashtra Foundation
Slum Dwellers by curing Rural of India
avoidable blindness Development
through “Project
Rashtriya Netra Yagna”
3. Educational support to Promoting PAN India 5.00 5.00 5.00 Gajendra Nidhi
the needy students Education Trust
Sr. CSR Project or activity Sector in Projects or Amount Amount spent on Cumulative Amount Spent:
No identified which the Programs Outlay the Projects or expenditure Direct or
project is (1) Local Area (Budget) programs (Sub upto the through
covered or Other project or heads):* reporting implementing
(2) Specify Program (1) Direct period agency
the State and wise** Expenditure on (` in lacs)
district where (` in lacs) projects or
projects or programs
programs was (2) Overheads
undertaken (` in lacs)
4. Distribution of Mosquito Promoting Gandhinagar, 5.00 4.18 4.18 Direct
Net to pregnant woman Health Care Gujarat
of the rural area
5. Preventing Health Care Promoting Aravalli, 3.00 3.00 3.00 Shri Gajanand
for Poor / Tribal Children Health Care Sabarkantha, Seva Samiti
including Gandhinagar,
preventive Gujarat
health care
6. Installation of ceiling fan, Rural Raipur, 2.50 2.17 2.17 Direct
submersible pumps & Development Chhattisgarh
water tank etc. Projects,
Promoting
Education
7. Expenditure on Administrative - 3.95 3.38# 3.38 -
administrative expenses
overheads
TOTAL 84.45 70.93 70.93
* The amount indicated in this column above is the direct expenditure on project or programs.
# The amount indicated in this column above is the overhead expenditure on project or programs.
** Budget Outlay represents the amount the Company has budgeted in its CSR plan
6. In case the Company has failed to spend the two per cent to our current and future success as a business. The
of the average net profit of the last three financial Company believes it has the greatest opportunity to
years or any part thereof, the Company shall provide drive values through CSR initiatives in areas pertaining
the reasons for not spending the amount in its Board’s to Health, Women empowerment, Rural development
Report. and has committed to improving the quality of life in
communities in many years.
In terms of CSR Policy of the Company, atleast 60% of
the available funds for CSR, shall be utilized for long term In the FY 2015-16, in compliance with its CSR Policy and
multiyear projects or programmes and balance amount objectives thereof, the Company focused its activities on
should be spend on the projects or programmes with promoting health care including preventive health care,
short term objectives. The Company has incurred CSR and rural development. These activities are executed with
Expenditure during the year under review in line with the strong base of wellbeing in community, sustainability,
CSR Policy of the Company. The Company has changed applicable laws, Kalpataru Group’s vision and values.
lives of many people across the nation with its various
social initiatives since many decades. The Company is The CSR Committee confirms that the implementation and
committed to spend the earmarked fund in terms of its monitoring of the CSR Policy, is in compliance with CSR
CSR Policy for long tenure projects and is evaluating objectives and Policy of the Company.
various proposals for long term multiyear projects. It is
the Company’s continuous endevaour to increase its CSR
impact and spend over the coming years, supplemented
by its continued focus towards sustainable development Mr. Manish Mohnot Mr. Sajjanraj Mehta
and responsible infrastructure. (DIN: 01229696) (DIN: 00051497)
Managing Director Chairman of CSR Committee
7. A responsibility statement of the CSR Committee that
the implementation and monitoring of CSR Policy, is
in compliance with CSR objectives and Policy of the
Company.
The Company recognizes its obligations to act responsibly,
ethically and with integrity in its dealings with employees,
community, customers and the environment as a whole.
At KPTL, we know that corporate responsibility is essential
INFORMATION PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013
READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES,
2014
(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the
Financial year 2015-16, ratio of the remuneration of each Director to the median remuneration of the employees of the
Company for the Financial year 2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP)
against the performance of the Company are as under:
* Details of Ms. Anjali Seth is not given as she was director for part of FY 2014-15.
** Details of Mr. Imtiaz Kanga is not given as he was not a Director in the FY 2014-15 and he was a Director for the part of the
FY 2015-16 i.e. w.e.f. March 8, 2016.
# Remuneration of Mr. Kamal Kishore Jain for FY 2014-15 included onetime payment of long term retention incentive
amounting to ` 0.67 Crores.
$$ Details of Mr. Ranjit Singh is not given as he was a Director for part of the FY 2015-16 i.e. upto May 31, 2015.
ii) The median remuneration of employees of the Company viii) Average percentage increase made in the salaries of
during the financial year under review was ` 5.16 lacs; employees other than the managerial personnel in the
last financial year i.e. 2015-16 was 9.57 % whereas the
iii) In the Financial year under review, there was an increase
decrease in the managerial remuneration for the same
of 15.2% in the median remuneration of employees;
financial year was 26.33%
iv) There were 2,151 permanent employees on the rolls of
ix) The key parameters for the variable component of
Company as on March 31, 2016;
remuneration availed by the directors are considered by
v) Relationship between average increase in remuneration the Board of Directors based on the recommendations
and Company performance: of the Nomination and Remuneration Committee as per
the Remuneration Policy for Directors, Key Managerial
The Profit before Tax for the financial year ended
Personnel and other Employees.
March 31, 2016 increased by 21.21 % whereas the increase
in median remuneration was 15.2 %. The average increase x) The ratio of the remuneration of the highest paid
in median remuneration was in line with the performance director to that of the employees who are not directors
of the Company; but receive remuneration in excess of the highest paid
director during the year – Not Applicable; and
vi) Comparison of Remuneration of the Key Managerial
Personnel(s) against the performance of the Company: xi) It is hereby affirmed that the remuneration paid is as per
the as per the Remuneration Policy for Directors, Key
The total remuneration of Key Managerial Personnel
Managerial Personnel and other employees.
decreased by 26.33% from ` 10.90 Crores in 2014-15
to ` 8.03 Crores in 2015-16 whereas the Profit before
Tax increased by 21.21 % to ` 306.50 Crores in 2015-16
On behalf of the Board of Directors
(` 252.86 Crores in 2014-15).
vii) a) Variations in the market capitalization of the
Mofatraj P. Munot
Company :
Place: Mumbai Chairman
The market capitalization as on March 31, 2016
Date: May 28, 2016 DIN: 00046905
was ` 31,41,33,78,679 (` 33,76,89,98,429 as on
March 31, 2015);
b) Price Earnings ratio of the Company was 15.75 as at
March 31, 2016 and was 20.60 as at March 31, 2015.
c) Percent increase over/ decrease in the market
quotations of the shares of the Company as
compared to the rate at which the Company came
out with the last public offer in the year:
The Company had come out with initial public
offer (IPO) in 1994. The closing price of the
Company’s equity shares on the NSE and
BSE as on March 31, 2016 was ` 205.10 and
` 204.70 respectively, representing a 2824% (BSE)
increase over the IPO price, adjusted for stock splits
and bonuses to the date excluding the dividend
accrued thereon.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTFLOW
(A) Conservation Of Energy (ii) the benefits derived:
(i) the steps taken or impact on conservation of energy: z New Enclosed Galvanized line and Acid
Scrubbers installed at Gandhinagar Plant – 1
- Your Company has conducted CFD
and put to use in March, 2016 have resulted
(Computational Fluid Dynamics) modeling from
into reduction in heat loss, environment friendly
furnace to economizer in order to have proper
due to white no white smoke & acid fumes and
air flow and pressure in the Boiler to have
effective burning of the Fuel. safe environment to work. It shall also result into
reduced consumption of Zinc.
- In the previous year, your Company fitted LED
(Light emitting Diode) at factory area which z Other than the main fuel i.e. Mustard Crop
resulted into reduction of energy consumption. Residue (MCR) now at Padampur Power Plant
Due to benefit derived out of that, your Company your Company have used 49% alternate fuels
fitted LED lights at both plants at Gandhinagar and at Uniara Power Plant your Company have
and the Office building in the current financial used 13% alternate fuels during the year under
year, which has resulted into reduction of review. This helped your Company in having
energy consumption to a great extent. desired fuel availability, lower cost, getting
better Gross Calarofic Value (GCV) in the fuel
(ii) the steps taken by the Company for utilising
alternate sources of energy: throughout the year, lesser working capital
requirement and better fuel consumption ratio.
Your Company has used alternative fuels for its
Biomass Plants like Eucalyptus, Juli Flora, Peddystraw, z Benefits derived as a result of R & D:
Fenu Greek, Lentid of Orange & Black Lentid etc. in (a) Market expansion and improved
order to ensure the availability of Biomass in various competitive position through significantly
seasons throughout the year. improved products for new markets.
(iii) the capital investment on energy conservation (b) Improved competency for designing
equipments: ` 0.59 Crores process & products for customers.
(B) Technology Absorption
(c) Up-gradation of technical skill of
(i) the efforts made towards technology absorption; employees for higher productivity & more
consistent quality.
z During financial year 2015 – 16, your Company
have installed a New Enclosed Galvanized Line z Future Plan of Action:
with 3.2 meters depth and Acid Scrubbers with
heavy capacity blowers at Gandhinagar Plant - 1. R&D is a continuous activity instead of one time
activity. Therefore your Company is looking
z Every agro waste/ forestry waste has a different to adapt new and upgraded technologies in
chemical composition and reacts differentially order to stay ahead of its competitors. Future
in the controlled atmosphere of the Boiler. R&D efforts will continue along similar lines,
Different new agro wastes, forestry wastes
as at present, but with more focus, thrust and
were mixed and matched with the Mustard Crop
endeavours.
Residue (Main fuel) to have optimum Electricity
Generation and the Plant Efficiency at Biomass (iii) in case of imported technology (imported during
Plants. the last three years reckoned from the beginning
z Research and Development: of the financial year)- Not Applicable
The Company has been continuously putting a) the details of technology imported;
effort to develop new transmission towers
b) the year of import;
with different challenges. The Company is
doing many research activities in the areas of c) whether the technology been fully absorbed;
material weight reduction, process design,
process improvement also. d) if not fully absorbed, areas where absorption
has not taken place, and the reasons thereof;
and
Mofatraj P. Munot
Place: Mumbai Chairman
Date: May 28, 2016 DIN: 00046905
i. CIN:- L40100GJ1981PLC004281
v. Address of the Registered office and contact Plot No. 101, Part-III, GIDC Estate,
details Sector -28, Gandhinagar-382028,
Gujarat, India.
vii. Name, Address and Contact Link Intime India Pvt. Ltd
details of Registrar and Transfer Agent, if any 303, 3rd Floor, Shopper’s Plaza - 5,
Near Government Society, Opp. Municipal Market,
C. G. Road, Navrangpura,
Ahmedabad-380009.
Gujarat, India.
Sr. Name and Description of main products / services NIC Code of the Product/ % to total turnover of the
No. service Company
10. Kalpataru Power Transmission USA INC N.A. Subsidiary 100 2(87)(ii)
7500 Rialto Blvd, Suite 250 Austin,
Texas 78735
12. Kalpataru Power Transmission Nigeria Ltd. N.A. Subsidiary 100 2(87)(ii)
13B, Ikorodu Road, Maryland, Lagos
* Representing aggregate % of equity shares held by the Company and/or through its subsidiaries
** Kalpataru IBN Omairah Company Limited is a Joint Venture Company of your Company with IBN Omairah Contracting
Company Limited
Note: The Company has no holding Company.
IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
i) Category-wise Share Holding
Category of Shareholder No. of Shares held at the beginning of the year No. of Shares held at the end of the year %
(as on April 1, 2015 i.e. on the basis of SHP of (as on March 31, 2016 i.e. on the basis of SHP of Change
March 31, 2015) March 31, 2016) during
Demat Physical Total % of Demat Physical Total % of the year
Total Total
Shares Shares
A. Promoters/Promoters Group
(1) Indian
a) Individual/HUF 3,11,42,867 - 3,11,42,867 20.29 3,11,42,867 - 3,11,42,867 20.29 -
b) Central Govt. - - - - - - - - -
c) State Govt.(s) - - - - - - - - -
d) Bodies Corporate 5,97,91,796 - 5,97,91,796 38.96 5,97,91,796 - 5,97,91,796 38.96 -
e) Banks / FI - - - - - - - - -
f) Any Other - - - - - - - - -
Sub-total(A)(1): 9,09,34,663 - 9,09,34,663 59.25 9,09,34,663 - 9,09,34,663 59.25 -
(2) Foreign -
a) NRIs – Individuals 3,00,000 - 3,00,000 0.20 3,00,000 - 3,00,000 0.20 -
b) Other –Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any Other.... - - - - - - - - -
Sub-total:(A) (2): 3,00,000 - 3,00,000 0.20 3,00,000 - 3,00,000 0.20 -
Total shareholding of Promoter -
(A) =(A)(1)+(A)(2) 9,12,34,663 - 9,12,34,663 59.45 9,12,34,663 - 9,12,34,663 59.45
B. Public Shareholding
1. Institutions
a) Mutual Funds 2,48,87,862 - 2,48,87,862 16.21 3,12,81,148 - 3,12,81,148 20.38 4.17
b) Banks / FI 54,070 2,000 56,070 0.04 26,541 2,000 28,541 0.02 -0.02
c) Central Govt. - - - - - - - - -
d) State Govt. - - - - - - - - -
e) Venture Capital Funds 24,49,772 - 24,49,772 1.60 - - - - -1.60
f) Insurance Companies 58,82,327 - 58,82,327 3.83 47,52,550 - 47,52,550 3.10 -0.73
g) FIIs / FPIs 1,48,66,150 - 1,48,66,150 9.69 1,14,33,021 - 1,14,33,021 7.45 -2.24
h) Foreign Venture - - - - - - - - -
Capital Funds
i) Others (specify)
i-1) Foreign Financial - 1,000 1,000 0.00 - - - - -
Institution
Sub-total (B)(1):- 4,81,40,181 3,000 4,81,43,181 31.37 4,74,93,260 2,000 4,74,95,260 30.95 -0.42
2. Non Institutions
a) Bodies Corporate
i) Indian 44,17,527 9,500 44,27,027 2.88 50,52,108 8,500 50,60,608 3.30 0.42
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual shareholders 67,16,008 6,04,935 73,20,943 4.77 65,61,284 5,76,935 71,38,219 4.65 -0.12
holding nominal
share capital upto
` 1 lakh
ii) Individual shareholders 7,02,658 96,000 7,98,658 0.52 7,53,555 96,000 8,49,555 0.55 0.03
holding nominal
share capital in
excess of ` 1 lakh
c) Others (specify)
c-1) Trusts 1,46,015 - 146,015 0.10 11,396 - 11,396 0.01 -0.09
c-2) Hindu Undivided - - - - 3,03,895 - 3,03,895 0.20 0.20
Family
Category of Shareholder No. of Shares held at the beginning of the year No. of Shares held at the end of the year %
(as on April 1, 2015 i.e. on the basis of SHP of (as on March 31, 2016 i.e. on the basis of SHP of Change
March 31, 2015) March 31, 2016) during
Demat Physical Total % of Demat Physical Total % of the year
Total Total
Shares Shares
c-3) Non Resident 5,40,544 6,000 5,46,544 0.36 5,50,067 6,000 5,56,067 0.36 -
Indians (Repat)
c-4) Non Resident 4,88,673 - 4,88,673 0.32 5,40,241 - 5,40,241 0.35 0.03
Indians
(Non Repat)
c-5) Clearing 3,54,866 - 3,54,866 0.23 2,70,666 - 2,70,666 0.18 -0.05
Members
Sub-total (B)(2):- 1,33,66,291 7,16,435 1,40,82,726 9.18 1,40,43,212 6,87,435 1,47,30,647 9.59 0.42
Total Public Shareholding 6,15,06,472 7,19,435 6,22,25,907 40.55 6,15,36,472 6,89,435 6,22,25,907 40.55 0.00
(B)=(B)(1)+(B)(2)
C. Shares held by Custodian - - - - - - - - -
for GDRs & ADRs (C)
Grand Total (A+B+C) 15,27,41,135 7,19,435 15,34,60,570 100.00 15,27,71,135 6,89,435 15,34,60,570 100.0 -
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(` in lacs)
Mofatraj P. Munot
Place: Mumbai Chairman
Date: May 28, 2016 DIN: 00046905
F. Code of Conduct
The Board has laid down code of conduct for all Board Members and Senior Managerial Personnel of the Company. The
Code of Conduct is available on the website of the Company at www.kalpatarupower.com.
All Board Members and Senior Managerial Personnel have affirmed compliance with the Code of Conduct and a
declaration to this effect signed by the Managing Director has been obtained.
The declaration of Managing Director confirming the compliance of the Code of Conduct as required under Regulation
17 (5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:
Declaration
All Board Members and Senior Management Personnel have, for the year ended March 31, 2016 affirmed compliance
with the Code of Conduct laid down by the Board of Directors in terms of Regulation 17 (5) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
¾ Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
¾ Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue etc.), the statement of funds utilized for purposes other than those stated in the offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds
of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
¾ Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
¾ Approval or any subsequent modification of transactions of the Company with related parties;
¾ Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
¾ Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing
and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
¾ Discussion with internal auditors of any significant findings and follow up there on;
¾ Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud
or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
¾ Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit
discussion to ascertain any area of concern;
¾ To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors;
¾ Approval of appointment of CFO after assessing the qualifications, experience and background, etc. of the candidate;
¾ Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
Additionally, the Audit Committee shall mandatorily review the following information:
¾ Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
¾ Management letters / letters of internal control weaknesses issued by the statutory auditors;
¾ The appointment, removal and terms of remuneration of the Chief internal auditor
¾ Statement of deviations:
a. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1).
b. annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in
terms of Regulation 32(7).
The Committee met 9 times during the year on May 30, 2015, July 17, 2015, August 7, 2015, September 10, 2015,
September 29, 2015, November 5, 2015, January 13, 2016, February 10, 2016 and March 8, 2016 and the attendance of
Members at the Meetings were as follows :
The Director (Finance) & CFO, Statutory Auditors and Group-Head Audit and Assurance are the regular invitees to the
Committee Meetings. Other executives are invited as and when required. The Company Secretary of the Company is the
Secretary of the committee.
The Audit Committee has reviewed financial condition and results of operations forming part of the management discussion
and analysis, statement of significant related party transactions as submitted by the management, and other information as
mentioned in Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Chairman of the Audit Committee of the Company was present at the last Annual General Meeting of the Company held
on September 29, 2015.
The Nomination and Remuneration Committee comprises of 3 Non-Executive Directors out of which 2 are Independent
Directors. The Chairman of the Committee is an Independent Director. Accordingly, the Company has complied with the
requirements of Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to
composition of Nomination and Remuneration Committee.
The role of the Nomination and Remuneration Committee as specified in Part D of the Schedule II, inter-alia includes following:
1. To formulate criteria for determining qualification, positive attributes & Independence of director and recommend to
board a policy relating to remuneration for the Directors, KMP and other employees.
a) the level & composition of remuneration is reasonable & sufficient to attract, retain & motivate directors of the
quality required to run the Company successfully,
b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks, and
c) remuneration to Directors, KMP and senior management involve balance between fixed & incentive pay reflecting
short and long term performance objective appropriate to the working of the Company & its goals.
4. To identify persons who are qualified to become Directors and who may be appointed in senior management in
accordance with the criteria laid down, recommend to the Board their appointment and removal.
5. Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of
performance evaluation of Independent Directors.
6. To perform any other functions as may be assigned to Committee by the Board from time to time.
The Committee met 2 times during the year on May 30, 2015 and March 8, 2016 and the attendance of Members at the
Meetings is as follows:
Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board has carried out the annual performance evaluation of its own, the Non Independent and Independent
Directors individually as well as the evaluation of the working of various Committees.
The Board has prepared performance evaluation policy for evaluating performance of Individual Directors including Chairman
of the Company, Board as a whole and its Committees, thereof.
The performance of Non-Independent Directors including Chairman of the Company and the Board as a whole, after taking
views of the Executive and Non-executive Directors were evaluated by the Independent Directors at its Meeting held on
May 02, 2016.
The formal annual evaluation of the performance of the Board and that of its Committees and Individual Directors including
Chairman has been carried out by Nomination and Remuneration Committee and Board of Directors of the Company at their
Meetings held on May 28, 2016 in the manner prescribed in the Performance Evaluation Policy. The criteria of the Board
evaluation includes Board composition, talents, experience and knowledge, presentations and discussions at the Board
Meeting, frequency of the Board Meeting, feedback and suggestion given to the management, participation in the discussion
etc.
The evaluation of the Independent Directors were made on the basis of attendance at the Meeting of the Board, Committee and
General Meeting, knowledge about the latest development, Contribution in the Board development processes, participation
in the Meeting and events outside Board Meetings, expression of views in best interest of the Company, assistance given in
protecting the legitimate interests of the Company, employees and investors, extending individual proficiency and experience
for effective functioning and operation of the Company etc.
Directors’ Remuneration
The Company’s Remuneration Policy for Directors, Key Managerial Personnel and other employee is available on the website
of your Company www.kalpatarupower.com. There has been no change in the policy since last financial year.
The remuneration policy is in consonance with the existing industry practice.
Remuneration paid or payable to Managing Director for the FY 2015-16 is as under:
(` in Crores)
The contractual agreements with Mr. Manish Mohnot, Managing Director can be terminated by either party giving 6 months
prior notice respectively.
Sitting Fees and Commission on net profit paid or payable to Non Executive Directors for the Financial Year 2015-16 is as
under:
(` in Crores)
Commission is paid to the abovementioned Directors on the basis of qualifications, experience, attendance at the Meetings,
directorship in other companies, time spent on strategic matters and contribution to the Company.
The Board of Directors of the Company approved payment of commission during the year to the Director(s) who were not
in Whole-Time employment of the Company in recognition of their performance during the year 2015-16 not exceeding in
aggregate 1% of net profits for the financial year 2015-16, calculated under Section 198 of the Companies Act, 2013.
In terms of agreement/appointment approved by Members, commission/incentive to Mr. Manish Mohnot, Managing Director
has been decided by Board of Directors on recommendation of Nomination and Remuneration Committee.
Information of Directors as on March 31, 2016 is as under:-
Name Age Designation Date of initial appointment Shares held
Mr. Mofatraj P. Munot 71 Chairman June 27, 1989 1,37,36,822
Mr. Parag M. Munot 46 Director September 30, 1991 1,34,63,615
Mr. Sajjanraj Mehta 64 Director July 25, 1998 10,000
Mr. Vimal Bhandari 57 Director June 28, 2002 Nil
Mr. Narayan K. Seshadri 58 Director January 29, 2007 Nil
Mr. Mahendra. G. Punatar 80 Director June 01, 2009 7,000
Mr. K. V. Mani 72 Director January 19, 2014 Nil
Ms. Anjali Seth 57 Director March 28, 2015 Nil
Mr. Imtiaz Kanga 63 Additional Director March 08, 2016 3,00,000
Mr. Manish Mohnot 43 Managing Director November 01, 2006 Nil
There is no pecuniary relationship or transaction of the Company with any Non-Executive Director other than as disclosed
above related to sitting fees and remuneration including commission. All related party transactions are disclosed in notes to
accounts.
The role of the Committee is to hear the complaint and grievances of various securities holders so as ensure that timely relief
is extended to securities holders including members in respect of their complaint. Additionally, the Committee also looks
into the members complaints, if any, related to non-receipt of balance sheet, non-receipt of declared dividend, revalidation
of dividend warrants etc. and redress the same expeditiously. The Committee also review the issuance of duplicate share
certificates, issue of certificates after split/consolidation/renewal and transmission of shares, done by the Share Transfer
Committee.
The Committee met three times during the year on August 7, 2015, November 5, 2015 and February 10, 2016 and the
attendance of Members at the Meetings were as follows:
Mr. Rahul Shah, Company Secretary of the Company also acts as Compliance Officer of the Company.
During the year, the Company has received 5 Complaints from its Members from time to time and all the Complaints were
resolved in due time. One Complaint dated March 30, 2016, remaining unresolved as on March 31, 2016 was adequately
replied and resolved in due time.
The Board has delegated the powers of approving transfers and transmission of shares, issue of duplicate shares, issue of
share certificates after split/consolidation/renewal and transmission of shares, to a Share Transfer Committee comprising of
Mr. Parag M. Munot, Mr. Manish Mohnot and Mr. Kamal Kishore Jain. The Committee met Nine times during the year. There
were no transfers pending as on March 31, 2016.
Postal Ballot
No Postal Ballot was conducted during the year. There is no resolution which is proposed to be passed through Postal Ballot
in the ensuing Annual General Meeting.
IX. Disclosures:
a) Management Discussion and Analysis
Annual Report has a detailed chapter on Management Discussions and Analysis.
b) Related Party Transaction
There were no transactions with related parties, which are not on arm’s length basis.
There were no materially significant related party transactions that may have potential conflict with the interests of
Company at large, during the year.
The Company has received representation from Senior Management Personnel that there was no material significant
financial and commercial transactions entered into by them alongwith their Relative where they have personal interest,
that may have a potential conflict with the interest of the Company at large.
The Company has formulated a policy on dealing with Related Party Transactions, such policy has been disclosed of the
Company’s website http://www.kalpatarupower.com/investor-info.html
c) Accounting treatment
The Company has followed accounting treatment as prescribed in Accounting Standard applicable to the Company.
d) Risk Management
The Risk Management Committee is there to ascertain and minimize risk and to take appropriate decisions for regular
assessment and minimization of risks. The working of this Committee is being periodically reviewed by the Board.
e) Neither any non-compliance nor any penalty, strictures were imposed on the Company by stock exchanges or SEBI or
any statutory authority on any matter related to capital markets during the last three years.
f) Whistle Blower Policy (Vigil Mechanism)
The Company established the Whistle Blower Policy (Vigil Mechanism) w.e.f. November 15, 2014. In line with the best
Corporate Governance practices, the Company has put in place a system through which the Directors or Employees
may report concerns about Unethical and Improper Practices or Alleged Wrongful Conduct, without fear of reprisal.
The Company has put in place a process by which Employees can raise Unethical and Improper Practices with their
supervisor, manager or point of contact. If supervisor, manager or point of contact to whom Unethical and Improper
Practices are raised, are required to report the same to Whistleblower Investigation Committee (WBIC). In the event a
Director wish to raise a complaint or disclosure he/she shall consult Chairman of the Company and / or Chairman of the
Audit Committee. In the exceptional cases, any Employee or Director can reach to the Chairman of the Audit Committee
to report any Unethical or Improper Practices. Also no Employee has been denied access to the Audit Committee. The
functioning of the vigil mechanism is being monitored by the Audit Committee from time to time.
The Whistle Blower Policy has been disclosed on the Company’s website http://www.kalpatarupower.com/investor-info.html
g) Familiarisation programme for Independent Directors
The Company has familiarized its Independent Directors’ regarding the Company, their roles, rights, responsibilities and
liabilities in the Company. Presentations are made by senior managers to the Independent Directors covering nature of
Industry, business model, business performance and operations, opportunities available etc. The Company through its
Managing Director / Key Managerial Personnel conducted presentations periodically to Independent Directors outlining
and explaining difference between Indian GAAP and IND AS and the preliminary analysis of IND-AS on the Company.
Further, the Directors are encouraged to attend the training programmes being organized by various regulators / bodies
/ institutions. The Details of such Familiarisation programme for Independent Directors has been disclosed on the
Company’s website http://www.kalpatarupower.com/investor-info.html
h) Policy for determining ‘material’ subsidiaries
The Company has formulated a policy for determining ‘material’ subsidiaries, such policy has been disclosed of the
Company’s website http://www.kalpatarupower.com/investor-info.html
X. Means of Communication:
a) Financial Results
The Company has furnished Financial Results on a quarterly basis to the Stock Exchanges as per the format prescribed
and within the stipulated time period under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Company has published its Quarterly Results in Economic Times – English & Gujarati and
Gandhinagar Samachar - Gujarati daily / Financial Express - Gujarati.
The Results of the Company were displayed on web site www.kalpatarupower.com and the same were also submitted
to the Stock Exchanges after the conclusion of the Board Meeting. The official news releases are being placed on
Company’s website and simultaneously sent to Stock Exchanges where the shares of the Company are listed.
b) Compliance
The Company has regularly submitted its quarterly compliance report to the Stock Exchanges for compliance of
requirements of corporate governance under Para X of Clause 49 of the Listing Agreement as well as Regulation 27 (2)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
The Company has complied with the applicable mandatory requirements of Clause 49 of the Listing Agreement as well
as Regulation 27 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company
has obtained a certificate from its Statutory Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants to this effect
and the same is annexed to this Report. The Company has also complied with certain non mandatory requirements
prescribed in Part E of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 such
as appointed separate persons as Chairman and Managing Director.
c) News, Release, Presentations etc.
Official news, releases, and presentation made to analysts, institutional investors etc. are displayed on the website of the
Company www.kalpatarupower.com
d) Website
The Company maintains a functional website www.kalpatarupower.com which depicts detailed information about the
business activities of the Company. It contains a separate dedicated section namely “Investors” where all information
relevant to Members is available. The achievements and important events taking place in the Company like receipt of
major orders are announced through electronic media and posted on the Company’s website also. The Company’s other
press coverage and corporate presentations, if made to Institutional Investors and Analysts, are also made available on
the website. All the submissions made by the Company to Stock Exchanges are also disclosed on the website of the
Company. The Annual Report of the Company is also available on the website of the Company www.kalpatarupower.com
in a downloadable form.
KPTL's Price Comparision with BSE Sensex KPTL's Price Comparision with NSE Nifty
Unclaimed Shares
There are no unclaimed shares lying with the Company in Demat Suspense account / Unclaimed Suspense account.
Dematerialization of Shares and Liquidity
99.55% Shares are in demat form as on March 31, 2016
ISIN No. (For Dematerialized Shares) INE220B01022
The shares of the Company are frequently traded on both the stock exchanges and hence the shares of the Company are
liquid.
Outstanding GDRs/ADRs/Warrants/Convertible Instruments
The Company has no GDRs/ADRs/Warrants/Convertible Instruments outstanding as on March 31, 2016.
Transfer of Unpaid / Unclaimed amounts to Investor Education and Protection Fund (IEPF)
Pursuant to provisions of Companies Act, 2013, dividends which remain unclaimed / unpaid over a period of seven years are
required to be transferred by the Company to the IEPF constituted by the Central Government.
Following are the details of Dividends paid by the Company and their respective due dates of transfer to the IEPF if they
remain unclaimed by the Members.
Dividend for the year Date of Declaration of Dividend Last date upto which Members are
entitled to claim the dividend
2008-09 July 29, 2009 September 04, 2016
2009-10 July 29, 2010 August 30, 2017
2010-11 July 29, 2011 September 04, 2018
2011-12 August 04, 2012 September 06, 2019
2012-13 July 25, 2013 August 28, 2020
2013-14 September 27, 2014 October 27, 2021
2014-15 September 29, 2015 November 02, 2022
During the year under review, the Company has credited ` 4.12 Lacs to the Investor Education and Protection Fund (IEPF)
pursuant to applicable provisions of Companies Act, 2013.
The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 29, 2015
(date of last Annual General Meeting) on the Company’s website (www.kalpatarupower.com), as also on the Ministry of
Corporate Affairs’ website.
Debenture Trustees
1) 10.50% and 9.55% Unsecured Redeemable NCDs of ` 100 Crores each
IL&FS TRUST COMPANY LTD
The IL&FS Financial Centre, Plot C- 22, G Block,
Bandra Kurla Complex, Bandra (E),
Mumbai 400051
Tel:- 022 2659 3612
Fax:- 022 2653 3297
Website: www.itclindia.com
Plant Location
Main Plant, Registered Office & 2nd Plant at Gandhinagar R & D Proto Tower Development &
R&D Tower Drawing & Design Centre Validation Centre
(Address for Correspondence)
Plot No.101, Part III, Plot No. A-4/1, A-4/2, A-5, At Punadara Village
G.I.D.C. Estate, Sector – 28 G.I.D.C. Electronic Estate, Sector – 25, Near Talod Dam
GANDHINAGAR – 382 028 Gandhinagar – 382 025 Taluka – Prantij
Tel : 079 – 23214000, Tel.: 079-23214400 Dist. Sabarkatha (Gujarat)
Fax : 079 – 23211966 Fax : 079-23287215 Tel : 02770- 255414
Raipur Plant: Biomass Energy Division (Power Plant)
Khasra No.1778, 1779 1) 27BB, Tehsil Padampur 2) Near Village Khatoli
Old Dhamtari Road Dist. Sri Ganganagar Tehsil Uniara, Dist. Tonk
Village : Khorpa (Rajasthan) Rajasthan - 304 024
Tehsil : Abhanpur Tel. : 0154 - 2473725 Tel.: 01436 – 260665
Dist : Raipur, Chhattisgarh Fax : 0154 -2473724 Fax.: 01436 – 260666
Fax : 0771 – 2446988
Corporate Office
“Kalpataru Synergy”
7th Floor, Opp. Grand Hyatt Hotel,
Vakola, Santa Cruz (East),
Mumbai – 400 055
Tel.: 022 – 30645000
Fax: 022 – 30643131
CEO/CFO Certificate
Board of Directors
Kalpataru Power Transmission Limited
We, Manish Mohnot, Managing Director and Kamal Kishore Jain, Director (Finance) & CFO, to the best of our knowledge and belief, hereby
certify that:
(a) We have reviewed financial statements and the cash flow statement for the year ended March 31, 2016 and that to the best of our
knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be
misleading;
(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing Accounting
Standards, applicable laws and regulations.
(b) To the best of our knowledge and belief, no transaction entered into by the Company during the year which are fraudulent, illegal or
violative of the Company’s Code of Conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the
effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and the
Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we
have taken or propose to take to rectify these deficiencies.
(d) We have indicated to the Auditors and the Audit Committee:
(i) That there is no significant changes in internal control over financial reporting during the year;
(ii) That there is no significant changes in accounting policies during the year and that the same have been disclosed in the notes
to the financial statements; and
(iii) That there is no instances of significant fraud of which we have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the Company’s internal control system over financial reporting.
Place: Mumbai Manish Mohnot Kamal Kishore Jain
Date: May 28, 2016 Managing Director Director (Finance) & CFO
STANDALONE
FINANCIAL
STATEMENTS
1 72
| | Annual Report 2015-16
CORPORATE OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS STATUTORY REPORTS FINANCIAL STATEMENTS
TO
THE MEMBERS OF
KALPATARU POWER TRANSMISSION LIMITED
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and
are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to
be included in the audit report under the provisions of the Act and the Rules made thereunder and the Order under section 143
(11) of the Act.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under
Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements.
The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial
control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting
policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the
overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its profit and its
cash flows for the year ended on that date.
Sunil S. Kothari
Place : Mumbai Partner
Date : May 28, 2016 (Membership No. 208238)
(Referred to in paragraph 1 (f) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of Kalpataru Power Transmission Limited (“the Company”)
as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on
that date.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit.
We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
(the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under
Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards
and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such
controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls system over financial reporting.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material
respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial
reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established
by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
Sunil S. Kothari
Place : Mumbai Partner
Date : May 28, 2016 (Membership No. 208238)
(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of
fixed assets.
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme
of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals.
According to the information and explanation given to us, no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and the records examined by us and based on the examination
of the registered sale deed provided to us, we report that, the title deeds, comprising all the immovable properties of
land and buildings, are held in the name of the Company as at the balance sheet date. Immovable properties of land and
buildings whose title deeds have been pledged as security for loans are held in the name of the Company based on the
confirmations directly received by us from lenders. In respect of immovable properties of land and buildings that have
been taken on lease and disclosed as fixed asset in the financial statements, the lease agreements are in the name of
the Company, where the Company is the lessee in the agreement.
(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and
no material discrepancies were noticed on physical verification.
(iii) According to the information and explanations given to us, the Company has granted loans, secured or unsecured, to
companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the
Companies Act, 2013, in respect of which:
(a) The terms and conditions of the grant of such loans are, in our opinion, prima facie, not prejudicial to the Company’s interest.
(b) The schedule of repayment of principal and payment of interest has been stipulated and repayments or receipts of
principal amounts and interest have been regular as per stipulations.
(c) There is no overdue amount remaining outstanding as at the balance sheet date.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions
of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees
and securities, as applicable.
(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year.
(vi) The maintenance of cost records has been specified by the Central Government under Section 148(1) of the Companies Act, 2013.
We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit)
Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013,
and are of the opinion that, prima facie, the prescribed cost records have been made and maintained We have, however, not
made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) According to the information and explanations given to us, in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’
State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material
statutory dues applicable to it to the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax,
Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues in arrears as
at March 31, 2016 for a period of more than six months from the date they became payable.
(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, and Value Added Tax which have not
been deposited as on March 31, 2016 on account of disputes are given below:
Amount paid
under protest/
Sr. Nature of Assessment Amount* Forum where dispute
Name of the statute refund withheld
No dues Year (` in lacs) is pending
by department
(` in lacs)
1 The Finance Act, 1994 Service Tax 2003-04, 3273.50 Customs, Excise and 445.66
2007-08 to Service Tax Appellate
2011-12 Tribunal
2 The Finance Act, 1994 Service Tax 2006-07 1.01 Commissioner
(Appeal)
3 The Customs Act, 1962 Customs Duty 2010-11 & 23.18 Customs, Excise and
2011-12 Service Tax Appellate
Tribunal, Chennai
4 The Customs Act, 1962 Customs Duty 2012-13 & 5.34 Commissioner (Appeal) 44.20
2014-15
5 The Madhya Pradesh VAT VAT 2007-08 2.88 Assistant
Act, 2002 Commissioner - Satna
6 The Madhya Pradesh VAT VAT 2013-14 6.25 Deputy Commissioner 1.00
Act, 2002
7 The Bihar VAT Act, 2005 VAT 2004-05 21.47 Deputy Commissioner
of Commercial Taxes
Kisanganj- Bihar
8 The Gujarat VAT Act, 2003 VAT 2005-06 138.36 Appellate Tribunal –
Gujarat
9 The Gujarat VAT Act, 2003 VAT 2010-11 117.38 Joint Commissioner of 78.00
Commercial Tax
10 Maharashtra VAT Act, 2002 VAT 2007-08 51.11 Appellate Tribunal – 50.00
2008-09 Maharashtra
11 Maharashtra VAT Act, 2002 VAT 2008-09 420.40 Joint Commissioner of 270.41
Appeal
12 Uttar Pradesh VAT Act, 2008 VAT 2011-12 0.46 Additional
Commissioner Grade-2
(Appeal II)
13 Uttar Pradesh VAT Act, 2008 VAT 2003-04 2.86 Commercial Tax
Tribunal
14 The West Bengal VAT Act, VAT 2004-05 17.81 Appellate Tribunal 17.00
2003 2007-08 – West Bengal and
Revision Board of
Calcutta
15 The West Bengal VAT Act, VAT 2012-13 0.04 Joint Commissioner 90.00
2003 Appeal
16 Haryana VAT Act, 2003 VAT 2011-12 58.73 Joint Excise 128.00
and Taxation
Commissioner
17 Haryana VAT Act, 2003 VAT 2003-04 76.12 Haryana Tax Tribunal 60.37
2004-05
2008-09
2009-10
18 Tamil Nadu VAT Act, 2006 VAT 2013-14 59.11 Tamil Nadu High Court
19 Global Income Tax Act, Income Tax & 2006 to 2,863.14 Central Commission of
Algeria Turnover Tax 2009 Appeal, Algeria
20 Customs Act, Ethiopia Customs Duty 2012-13 318.87 The Federal High
Court, Ethiopia
*net of amount paid under protest/net of refund withheld by department
Sunil S. Kothari
Place : Mumbai Partner
Date : May 28, 2016 (Membership No. 208238)
Balance Sheet
as at March 31, 2016
(` in lacs)
As at As at
Note
31st March, 2016 31st March, 2015
EQUITY AND LIABILITIES
Shareholders' Funds
(a) Share Capital 1 3,069.21 3,069.21
(b) Reserves and Surplus 2 2,22,785.83 2,04,009.37
2,25,855.04 2,07,078.58
Non-Current Liabilities
(a) Long Term Borrowings 3 27,161.48 29,431.68
(b) Deferred Tax Liabilities (net) 4 - 536.08
(c) Other Long Term Liabilities 5 3,853.18 141.20
(d) Long Term Provisions 6 2,088.74 1,862.08
33,103.40 31,971.04
Current Liabilities
(a) Short Term Borrowings 7 28,699.15 61,627.87
(b) Trade Payables
(i) Micro and Small Enterprises 1,299.79 1,531.01
(ii) Others 8 1,46,726.16 1,34,614.66
(c) Other Current Liabilities 9 25,360.06 19,593.50
(d) Short Term Provisions 10 29,126.39 23,006.62
2,31,211.55 2,40,373.66
TOTAL 4,90,169.99 4,79,423.28
ASSETS
Non-Current Assets
(a) Fixed Assets 11
(i) Tangible Assets 53,510.28 55,122.26
(ii) Intangible Assets 333.50 232.25
(iii) Capital Work-In-Progress 411.79 544.06
(b) Non-Current Investments 12 49,487.34 39,349.23
(c) Deferred Tax Assets (net) 4 39.23 -
(d) Long Term Loans and Advances 13 59,541.53 55,578.00
(e) Other Non-Current Assets 14 10,116.15 8,689.90
1,73,439.82 1,59,515.70
Current Assets
(a) Current Investments 15 38.62 44.40
(b) Inventories 16 42,440.04 59,886.88
(c) Trade Receivables 17 1,89,877.85 1,78,357.84
(d) Cash and Bank Balances 18 10,622.96 7,526.67
(e) Short-Term Loans and Advances 19 21,946.76 28,091.84
(f) Other Current Assets 20 51,803.94 45,999.95
3,16,730.17 3,19,907.58
TOTAL 4,90,169.99 4,79,423.28
Significant Accounting Policies
Notes Forming Part of the Financial Statements 1 to 54
EXPENSES
Cost of Materials Consumed 23 1,68,424.06 1,92,532.51
(Increase) / Decrease in Stocks 24 10,381.31 (3,880.76)
Employee Benefits Expenses 25 29,316.22 31,358.54
Other Expenses 26 1,81,646.18 1,79,540.54
Finance Cost 27 12,749.72 14,093.27
Depreciation and Amortization Expenses 35 8,371.33 8,517.70
1. SHARE CAPITAL
AUTHORISED:
3,500.00 3,500.00
1.1 Reconciliation of the Equity Shares outstanding at the beginning and at the end of the reporting period.
Shares outstanding at the beginning of the year 15,34,60,570 3,069.21 15,34,60,570 3,069.21
Shares outstanding at the end of the year 15,34,60,570 3,069.21 15,34,60,570 3,069.21
1.2 The Company has only one class of Equity Shares having par value of ` 2 per share. Each holder of Equity Shares is entitled
to one vote per share. The dividend is declared and paid on being proposed by the Board of Directors after the approval of
the Shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining assets of the
Company, after distribution of all liabilities. The distribution will be in proportion to the number of Equity Shares held by the
shareholders.
1.3 Details of Shareholders holding more than 5% shares in the company
Amount (` in lacs)
Redemption Profile As at 31st As at 31st Interest Date of
March, 2016 March, 2015 Allotment
Redeemable at face value in 3 equal annual instalments - 2,666.67 12.50% p.a. December
at the end of 5th, 6th & 7th year starting from 26.12.2013 payable 26, 2008
annually
Security:
The debentures are secured by first exclusive charge on movable and immovable fixed assets (including land and
building situated at Gandhinagar, Gujarat) of transmission & distribution division and infrastructure division of Company to
the extent of 1.25 times of NCDs outstanding.
3.2 Details of Unsecured Non-Convertible Redeemable Debentures :
Redeemable at face value on 20.05.2018 10,000.00 10,000.00 9.55% p.a. March 26,
payable on 2015
May 20, 2015
and annually
thereafter
Redeemable at face value on 05.09.2017 10,000.00 10,000.00 10.50% p.a. September 5,
payable 2014
quarterly
3.3 Foreign Currency Loans from Banks
(a) ` 1,702.03 lacs (Previous Year ` 3,971.42 lacs) carries interest of 3 months Libor + spread secured by charge over
specific moveable and immovable fixed assets and is repayable in 13 equal quarterly instalment starting from
October 21, 2013.
7.1 Working Capital Facilities from Banks are secured in favour of consortium of bankers by hypothecation of stocks, stores
and spares, books debts, bills receivables and all other movable assets on pari passu basis. Also secured by movable and
immovable fixed assets (including land and building situated at Gandhinagar, Gujarat) of transmission and distribution division
and infrastructure division of company.
8. TRADE PAYABLES
Acceptances 18,777.92 26,912.86
Others 1,27,948.24 1,07,701.80
TOTAL 1,46,726.16 1,34,614.66
(` in lacs)
GROSS BLOCK DEPRECIATION NET BLOCK
As at As at As at As at As at As at
Particulars For the
1st April, Additions Deductions 31st March, 1st April, Deductions 31st March, 31st March, 31st March,
Year
2015 2016 2015 2016 2016 2015
TANGIBLE ASSETS
Leasehold Land 2,491.58 - - 2,491.58 - - - - 2,491.58 2,491.58
Freehold Land 4,662.19 - - 4,662.19 - - - - 4,662.19 4,662.19
Buildings 13,768.92 1,045.95 5.05 14,809.82 2,072.63 495.74 2.29 2,566.08 12,243.74 11,696.29
Plant and Equipment 61,361.89 4,541.40 953.64 64,949.65 31,309.26 5,355.70 776.81 35,888.15 29,061.50 30,052.63
Electric Installation 724.21 184.07 9.12 899.16 321.61 76.61 9.12 389.10 510.06 402.60
Furniture and Fixtures 2,041.67 17.48 39.91 2,019.24 1,118.53 243.16 29.06 1,332.63 686.61 923.14
Office Equipment 2,684.83 353.04 108.60 2,929.27 1,922.48 290.58 93.94 2,119.12 810.15 762.35
Vehicles 8,405.37 397.50 1,134.02 7,668.85 4,573.74 1,294.63 920.97 4,947.40 2,721.45 3,831.63
Research & Development Assets
Leasehold Land 46.83 - - 46.83 - - - - 46.83 46.83
Buildings 144.77 - - 144.77 113.01 5.05 - 118.06 26.71 31.76
Plant and Equipment 757.51 64.12 - 821.63 560.06 31.66 - 591.72 229.91 197.45
Electric Installation 32.71 - - 32.71 30.91 0.08 - 30.99 1.72 1.80
Furniture and Fixtures 0.32 - - 0.32 0.31 - - 0.31 0.01 0.01
Office Equipment 88.29 13.68 - 101.97 66.29 17.86 - 84.15 17.82 22.00
Total (A) 97,211.09 6,617.24 2,250.34 101,577.99 42,088.83 7,811.07 1,832.19 48,067.71 53,510.28 55,122.26
INTANGIBLE ASSETS
Software (Other than
internally generated)
R&D Assets 4.49 - - 4.49 0.08 0.90 - 0.98 3.51 4.41
Others 1,181.23 209.38 - 1,390.61 953.39 107.23 - 1,060.62 329.99 227.84
Total (B) 1,185.72 209.38 - 1,395.10 953.47 108.13 - 1,061.60 333.50 232.25
Total (A) + (B) 98,396.81 6,826.62 2,250.34 102,973.09 43,042.30 7,919.20 1,832.19 49,129.31 53,843.78 55,354.51
Previous Year (FY 2014-15) 92,808.61 6,881.95 1,293.75 98,396.81 35,430.01 8,599.53 987.24 43,042.30 55,354.51 -
Notes:
11.1 The carrying amount of the gross block and accumulated depreciation thereon pertaining to the Company’s non-integral
foreign operations have been restated at closing exchange rates of the respective foreign currencies and the resultant
effect of ` 640.72 lacs decrease (Previous Year ` 1,121.34 lacs decrease) and of ` 452.13 lacs decrease (Previous Year ` 529.47
lacs decrease) in additions and depreciation for the year respectively.
11.2 Depreciation on assets of overseas projects is provided at the rates and methods as per the requirement of laws of respective
foreign countries as per details given below:
Rate of Depreciation (%)
Depreciation
Countries Plant & Furniture & Office
Method Computers Vehicles
Equipment Fixtures Equipment
Congo SLM 10 10 10 10 33
Kenya SLM 12.5 12.5 12.5 30 25
Tanzania SLM 12.5 12.5 12.5 38 38
UAE SLM 15 15 15 30 25
Bhutan SLM 15 15 15 15 15
Qatar SLM 15 15 20 33 20
Algeria SLM 20 15 15 15 20
Philippines, Ethiopia & Thailand SLM 20 20 20 20-25 20
Armenia SLM 20 20 20 33 20
Ukraine SLM 20 25 25 50 20
South Africa SLM 25 16.7 20 33 20
Zambia SLM 25 25 25 25 20-25
Botswana SLM 25 10 10 25 25
Malawi SLM 10-15 33 33 33 20
Tajikistan WDV 15 15 15 20 15
Uganda WDV 20 20 20 40 30
Egypt & Rwanda WDV 25 25 25 50 25
Saudi Arabia WDV 25 10 10 25 25
(` in lacs)
Face Value No. of Shares / Units Amount
Particulars Currency Per As at 31st As at 31st As at 31st As at 31st
Share/ March, 2016 March, 2015 March, 2016 March, 2015
Unit
Trade Investments (at Cost)
(a) Investment in Equity Instruments
(i) Subsidiary, Quoted, Fully Paid
JMC Projects (India) Limited INR 10 2,25,62,881 1,75,48,908 32,001.49 21,923.40
(ii) Subsidiaries, Unquoted, Fully Paid
Shree Shubham Logistics Limited INR 10 3,58,50,000 3,58,50,000 3,585.00 3,585.00
Energylink (India) Limited INR 10 10,00,000 10,00,000 100.00 100.00
Amber Real Estate Limited INR 10 9,90,000 9,90,000 99.00 99.00
Adeshwar Infrabuild Limited INR 10 50,000 50,000 5.00 5.00
Kalpataru Satpura Transco Private Limited INR 10 1,61,90,000 1,61,90,000 5,654.00 5,654.00
Kalpataru Metfab Private Limited INR 10 3,00,10,000 3,00,10,000 2,604.87 2,604.87
(Formerly Gestamp Kalpataru Solar Steel Structures
Pvt. Ltd)
Alipurduar Transmission Limited INR 10 50,000 - 5.00 -
Kalpataru Power Transmission (Mauritius) Limited USD 1 5,75,000 5,75,000 290.33 290.33
Kalpataru Power Transmission USA, Inc. USD 1 5,00,000 5,00,000 228.17 228.17
LLC Kalpataru Power Transmission Ukraine UAH 1 3,99,650 3,99,650 27.31 27.31
Kalpataru IBN Omairah Company Limited SAR 1000 325 - 55.02 -
(iii) Joint Venture, Unquoted, Fully Paid
Jhajjar KT Transco Private Limited INR 10 1,12,64,286 1,12,64,286 3,815.00 3,815.00
(iv) Others, Quoted, Fully Paid
Power Grid Corporation of India Limited INR 10 48,366 48,366 25.15 25.15
(v) Others, Unquoted, Fully Paid
Transpower Engineering Limited INR 10 100 100 0.04 0.04
(b) Investments in Non-Convertible Preference Shares
Subsidiary, Unquoted, Fully Paid
Shree Shubham Logistics Limited INR 10 1,35,00,000 1,35,00,000 1,350.00 1,350.00
Other Investment (at Cost)
Investment in Mutual Fund Unquoted, Fully Paid
HDFC Debt Fund for Cancer Cure -100% Dividend
Donation Option 5,00,000 5,00,000 50.00 50.00
TOTAL 49,895.38 39,757.27
Less: Provision for diminution in the value of Investments in
(i) Kalpataru Metfab Private Limited 408.00 408.00
(ii) Transpower Engineering Limited 0.04 0.04
408.04 408.04
TOTAL 49,487.34 39,349.23
Aggregate Amount of Quoted Investments 32,026.64 21,948.55
Market Value of Quoted Investments 49,073.85 32,202.28
Aggregate Amount of Unquoted Investments 17,460.70 17,400.68
12.1 (a) 30,04,337 (58,93,123) Equity Shares of Jhajjar KT Transco Pvt. Limited and 42,09,400 (48,57,000) Equity Shares of
Kalpataru Satpura Transco Pvt. Limited have been pledged with Banks and Financial Institutions for providing financial
assistance to them.
(b) 55,64,069 (Nil) Equity Shares of Shree Shubham Logistics Limited has been pledged with a Bank for obtaining financial
assistance.
As at As at
31st March, 2016 31st March, 2015
16. INVENTORIES
Raw Materials and Components (including goods in transit ` 817.26 lacs) 15,895.02 23,503.16
(Previous Year ` Nil)
Finished Goods 8,432.76 18,130.72
Semi-finished Goods 2,410.68 3,028.97
Stores, Spares, Construction Materials and Tools 12,199.27 10,967.41
Construction Work-in-Progress 3,209.41 3,898.66
Scrap 292.90 357.96
TOTAL 42,440.04 59,886.88
(` in lacs)
2015-2016 2014-2015
21. REVENUE FROM OPERATIONS - GROSS
Sale of Products
Tower Parts & Components 2,46,539.89 2,66,054.60
Others 19,219.85 16,813.04
Income from Services 1,76,364.02 1,59,745.33
Other Operating Income
Sale of Scrap 5,018.92 6,117.46
Certified Emission Reduction Receipts - 648.49
5,018.92 6,765.95
TOTAL 4,47,142.68 4,49,378.92
(` in lacs)
2015-2016 2014-2015
25. EMPLOYEE BENEFITS EXPENSES
Salaries, Wages, Bonus 27,054.19 29,072.19
Contributions to Provident and Other Funds (includes social
security and other benefits for overseas employees) 1,374.27 1,450.71
Employees' Welfare Expenses 887.76 835.64
TOTAL 29,316.22 31,358.54
(` in lacs)
2015-2016 2014-2015
27. FINANCE COST
Interest 11,079.70 13,686.19
Other Borrowing Costs 418.40 456.67
Exchange Rate variation 1,251.62 (49.59)
TOTAL 12,749.72 14,093.27
2015-2016 2014-2015
30. CIF VALUE OF IMPORTS
Raw Material and Components 3,397.00 3,732.46
Stores, Spares & Tools 3,677.81 2,049.14
Capital Goods 2,496.24 2,513.87
31. COMPOSITION OF MATERIALS CONSUMED
Indigenous 1,11,705.64 66.32% 1,24,588.00 64.71%
Imported 56,718.42 33.68% 67,944.51 35.29%
TOTAL 1,68,424.06 100.00% 1,92,532.51 100.00%
2015-2016 2014-2015
32. EXPENDITURE IN FOREIGN CURRENCY
Legal, Professional & Consultancy Fees 2,572.07 730.03
Dividend * 9.00 4.50
Travelling Expenses 291.72 344.93
Service Charges 4,461.46 10,596.99
Interest 576.90 577.46
Third Country Purchases 44,959.16 46,780.08
Others 8,934.51 13,137.22
* No. of non-resident Shareholder 1 1
No. of Equity Shares held by them 3,00,000 3,00,000
Year to which dividend relates 2014-15 & 2015-16 2013-14
2015-2016 2014-2015
37. EARNINGS PER SHARE
No. of Equity Shares at the end of the year 15,34,60,570 15,34,60,570
Weighted No. of Equity Shares at the end of the year 15,34,60,570 15,34,60,570
Profit for calculation of EPS (` in Lacs) 19,949.65 16,561.45
Basic and Diluted Earnings Per Share (`) 13.00 10.79
Nominal value of Equity Share (`) 2.00 2.00
42.3 Details of Investments made by the company are given in Note 12 and 15. Details of guarantees provided are given in
Note 28.
42.4 All loans given and guarantees provided are for the purposes of the business.
43. “A sum of ` Nil is receivable (Previous Year ` 426.62 lacs) from eligible Gold Standard Certified Emission Reduction (GSCERs)
from Atmosfair GmbH of Germany, on account of generation of electricity from agricultural residues like mustard husk and
cotton sticks at Sri Ganganagar Power Plant under the Clean Development Mechanism (CDM) of Kyoto Protocol for preventing
environmental degradation. There are 69,259 GSCERS’ (net of adoption fund) under certification & verification with UNFCCC
on account of generation of electricity from Bio-Mass at Tonk Power plant under Clean Development Mechanism (CDM) of
Kyoto Protocol for preventing environmental degradation.”
(3) Details of proportionate share in the Assets, Liabilities, Income and Expenditure of the Company in its JCE are given
below.
(` in lacs)
Particulars Relationship 2015-16 2014-15
1 Investment in Equity Shares
Kalpataru IBN Omairah Company Limited Subsidiary 55.02 -
Alipurduar Transmission Limited Subsidiary 5.00 -
JMC Projects (India) Limited Subsidiary 10,078.10 -
Kalpataru Metfab Pvt. Ltd. Subsidiary - 1,104.37
2 Net Loans and Advances given/(returned)
Shree Shubham Logistics Limited Subsidiary (650.00) -
Amber Real Estate Limited Subsidiary (5,996.30) 160.00
Alipurduar Transmission Limited Subsidiary 1,593.45 -
Kalpataru Satpura Transco Pvt. Limited Subsidiary (200.00) -
Energy Link (India) Limited Subsidiary (19,895.64) 127.70
Saicharan Properties Limited Indirect Subsidiary 24,598.30 -
3 Advance For Capex
Gurukrupa Developers Enterprises having significant influence 73.97 -
Kalpataru Enterprises Enterprises having significant influence 117.15 93.65
4 Revenue from Operations
Kalpataru Satpura Transco Pvt. Limited Subsidiary 243.53 14,270.07
JMC Projects (India) Limited Subsidiary 2,265.45 3,797.29
LLC Kalpataru Power Transmission, Ukraine Subsidiary 224.05 307.69
Kalpataru Power Transmission USA Inc. Subsidiary - 521.94
Kalpataru IBN Omairah Company Limited Subsidiary 54.21 -
Jhajjar KT Transco Pvt. Ltd. Joint Venture 150.00 150.00
5 Other Income
Energy Link (India) Limited Subsidiary 1,851.34 1,656.67
Amber Real Estate Limited Subsidiary 1,553.42 1,611.03
Shree Shubham Logistics Limited Subsidiary 800.71 755.97
JMC Projects (India) Limited Subsidiary 194.69 175.49
Kalpataru Satpura Transco Pvt. Limited Subsidiary 0.12 0.12
Kalpataru Metfab Pvt. Ltd. Subsidiary 0.12 0.12
Saicharan Properties Limited Indirect Subsidiary 68.48 -
Jhajjar KT Transco Pvt. Limited Joint Venture 72.76 72.76
6 Reimbursement of Expenses (Receivable)
Kalpataru Satpura Transco Pvt. Limited Subsidiary 6.83 60.25
Kalpataru Power Transmission USA Inc. Subsidiary - 24.21
Saicharan Properties Limited Indirect Subsidiary 1.20 0.44
Kalpataru Properties Pvt. Ltd. Enterprises having significant influence 0.15 -
(` in lacs)
Particulars Relationship 2015-16 2014-15
7 Job Charges
LLC Kalpataru Power Transmission, Ukraine Subsidiary 3,742.33 8,818.99
8 Rent Expenses
Neo Pharma Pvt. Ltd. Enterprises having significant influence 430.51 -
Kalpataru Retail Ventures Pvt. Ltd. Enterprises having significant influence 217.59 -
Kalpataru Properties Pvt. Ltd. Enterprises having significant influence - 628.15
9 Service Charges
Kalpataru Power Transmission USA Inc. Subsidiary 430.81 373.37
10 Equipment Hire Charges
Energy Link (India) Limited Subsidiary 25.00 25.20
JMC Projects (India) Limited Subsidiary 48.08 123.49
11 Reimbursement of Expenses (Payable)
Property Solutions (I) Pvt. Ltd. Enterprises having significant influence 53.25 48.44
Kalpataru Properties Pvt. Ltd. Enterprises having significant influence - 38.27
Neo Pharma Pvt. Ltd. Enterprises having significant influence 21.71 -
Kalpataru Retail Ventures Pvt. Ltd. Enterprises having significant influence 7.99 -
Kalpataru Limited Enterprises having significant influence - 1.14
JMC Projects (India) Limited Subsidiary 5.11 -
12 Sale of Fixed Assets
LLC Kalpataru Power Transmission, Ukraine Subsidiary - 101.01
13 Purchase of Fixed Assets
Argos International Marketing Pvt. Ltd. Enterprises having significant influence 60.83 -
LLC Kalpataru Power Transmission, Ukraine Subsidiary 348.79 -
14 Salary & Commission
Mr. Manish Mohnot Key Managerial Personnel 510.44 385.40
Mr. Ranjit Singh Key Managerial Personnel 54.63 407.77
Mr. Mofatraj P. Munot Promoter Director 120.00 120.00
Mr. Parag M. Munot Promoter Director 40.00 10.00
15 Dividend Paid
Kalpataru Properties Pvt. Ltd. Enterprises having significant influence 409.38 204.69
Kalpataru Construction Pvt. Ltd. Enterprises having significant influence 700.50 350.25
K C Holdings Pvt. Ltd. Enterprises having significant influence 634.28 317.14
Kalpataru Viniyog Pvt. Ltd. Enterprises having significant influence 39.60 19.80
Kalpataru Holdings Pvt. Ltd. Enterprises having significant influence 10.00 5.00
Mr. Mofatraj P. Munot Promoter Director 412.10 206.05
Mr. Parag M. Munot Promoter Director 403.91 201.95
Ms. Sudha Golechha Relative of Promoter Director 26.15 13.07
Ms. Sunita Choraria Relative of Promoter Director 26.15 13.07
(` in lacs)
Particulars Relationship 2015-16 2014-15
16 Security Deposit Paid
Neo Pharma Pvt. Ltd. Enterprises having significant influence 140.61 -
Kalpataru Retail Ventures Pvt. Ltd. Enterprises having significant influence 3,466.68 -
17 Security Deposit Received back
Neo Pharma Pvt. Ltd. Enterprises having significant influence 140.61 -
Kalpataru Properties Pvt. Ltd. Enterprises having significant influence 3,462.16 -
(b) Foreign Currency Exposure not hedged by derivative instruments as on March 31, 2016 amounts to ` 5,755.54 lacs
(Previous Year ` 24,350.32 lacs)
49. In respect of one of the projects of the Company, a customer has raised claims against the Company with regard to tower
supplies made from March 2012 to April 2013. Based on legal advise the management believes that it has a strong case in
arbitration. In view thereof, no provision has been been made at this stage.
50. The amount outstanding to Micro and Small Enterprises is based on the information received and available with the company.
There are no overdue amount.
51. Advance taxes paid, including tax deducted at sources are shown as assets net of provision of tax including foreign tax.
Provision for tax (including foreign tax) is made after considering depreciation, deductions and allowances as per applicable
tax statutes and regulations there under.
52. In the opinion of the Management, the balances shown under trade receivable, accrued value of work done, loans and
advances, whether current or non-current, have approximately the same realizable value as shown in the accounts.
53. The Management is of the opinion that as at the Balance Sheet date, there are no indications of a material impairment in the
value of fixed assets. Hence, the need to provide for an impairment loss does not arise.
54. Previous year’s figures have been regrouped and/or rearranged wherever considered necessary.
CONSOLIDATED
FINANCIAL
STATEMENTS
TO
THE MEMBERS OF
KALPATARU POWER TRANSMISSION LIMITED
Report On the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of KALPATARU POWER TRANSMISSION LIMITED (hereinafter
referred to as “the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the
Group”) and jointly controlled entities, comprising of the Consolidated Balance Sheet as at March 31, 2016, the Consolidated Statement
of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting
policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the
audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required
to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that
give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes
evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the
Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports
referred to in Other Matter paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated
financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial
statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the consolidated state of affairs of the Group and jointly controlled entities as
at March 31, 2016, and their consolidated profit and their consolidated cash flows for the year ended on that date.
Other Matter
We did not audit the financial statements of 19 subsidiaries and 2 jointly controlled entities, whose financial statements reflect total
assets of ` 4,65,010.73 lacs as at March 31, 2016, total revenues of ` 2,80,291.70 lacs and net cash outflows amounting to ` 1,097.37
lacs for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been
audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated
financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and jointly
controlled entities is based solely on the reports of the other auditors.
Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below is not
modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.
Sunil S. Kothari
Place : Mumbai Partner
Date : May 28, 2016 (Membership No. 208238)
(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)
In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended
March 31, 2016, we have audited the internal financial controls over financial reporting of KALPATARU POWER TRANSMISSION
LIMITED (hereinafter referred to as “the Holding Company”) and its subsidiary companies and jointly controlled entities, which are
companies incorporated in India, as of that date.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit.
We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
(the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under
Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards
and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such
controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error.
We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of the subsidiary
companies and joint controlled companies, which are companies incorporated in India, in terms of their reports referred to in the
Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal
financial controls system over financial reporting.
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorisations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of
the company’s assets that could have a material effect on the financial statements.
Opinion
In our opinion to the best of our information and according to the explanations given to us, the Holding Company, its subsidiary
companies and jointly controlled companies, which are companies incorporated in India, have, in all material respects, an
adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting
were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the
Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
Other Matters
Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls
over financial reporting in so far as it relates to 12 subsidiary companies and 2 jointly controlled entities, which are companies
incorporated in India, is based on the corresponding reports of the auditors of such companies incorporated in India.
Sunil S. Kothari
Place : Mumbai Partner
Date : May 28, 2016 (Membership No. 208238)
EXPENSES
Cost of Materials Consumed 22 2,72,057.84 2,95,176.75
(Increase) / Decrease in Stocks 23 20,325.00 (3,413.04)
Employee Benefits Expenses 24 55,210.31 54,441.05
Other Expenses 25 3,09,749.61 3,03,186.48
Finance Cost 26 43,936.56 33,700.01
Depreciation and Amortization Expenses 32 20,175.92 16,828.52
TOTAL EXPENSES 7,21,455.24 6,99,919.77
B. Principles of Consolidation:
The consolidated financial statements relate to the Kalpataru Power Transmission Limited (‘the Company’) its subsidiary
companies, and jointly controlled entities. The consolidated financial statements have been prepared on the following basis;
(i) The financial statement of the subsidiary companies and jointly controlled entities (JCE) used in the consolidation are
drawn up to the same reporting date as of the parent.
(ii) The financial statements of the Company and its subsidiaries have been combined on line-by-line basis by adding
together, the book value of like items of assets, liabilities, income and expenses after eliminating intra group balances,
intra group transactions and unrealized profits or losses, unless cost cannot be recovered.
(iii) The excess of cost to the Group of its investments in subsidiary companies and Jointly controlled entities over its share
of equity of the subsidiary companies / Jointly Controlled entities at the dates on which the investments in the subsidiary
companies / Jointly Controlled Entities were made, is recognized as “Goodwill” being an asset in the consolidated
financial statements and is tested for impairment on annual basis.
(iv) Minority interest in the net assets of consolidated subsidiaries consists of the amount of equity attributable to the minority
shareholders at the date on which investments in the subsidiary companies were made and further movement in their
share in the equity, subsequent to the dates of investments. Net profit / loss for the year of subsidiaries attributable to
the minority interest is identified and adjusted against the profit after tax of the group in order to arrive at the income
attributable to shareholders of the Company.
(v) Interest in Jointly Controlled Entities (JCE) are consolidated on a line-by-line basis by adding together the book values of
like assets, liabilities, income and expenses on a proportionate basis to the extent of the group’s equity interest in such
entity as per AS 27 Financial Reporting of Interests in Joint Ventures. The intra-group balances, intra-group transactions
and unrealized profits and losses have been eliminated to the extent of the Group’s share in the entity except in three
jointly controlled entities which have been reported by not using proportionate consolidation and the share of the profit/
loss only from joint venture entities has been accounted for, for the reason, as explained in Note No. 27 of these notes
to accounts.
C. Fixed Assets:
(i) Fixed assets are stated at cost of acquisition / construction / revalued amount less accumulated depreciation less
impairment losses, if any.
(ii) Cost includes all identifiable expenditure incurred to bring the fixed assets to their working condition for their intended
use. When the fixed asset is demolished, disposed off or destroyed, the costs and related depreciation is removed from
the books of account and the resultant profit or loss is reflected in the Statement of Profit and Loss. Finance cost on
borrowings for acquisition or construction of qualifying fixed assets for the period up to the date of acquisition of fixed
assets or when the assets are ready to be put in use is included in the cost of fixed assets.
E. Impairment of assets:
The carrying values of assets / cash generating units at each balance sheet date are reviewed for impairment. If any indication
of impairment exists, the recoverable amount of such assets is estimated and impairment is recognized, if the carrying amount
of these assets exceeds their recoverable amount. The recoverable amount is the greater of the net selling price and their
value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate
discount factor. When there is indication that an impairment loss recognized for an asset in earlier accounting periods no
longer exists or may have decreased, such reversal of impairment loss is recognized in the Statement of Profit and Loss,
except in case of revalued assets.
F. Revenue Recognition:
(i) Transmission & Distribution:
Sales are recognized on delivery of materials. Sales include excise duty, freight receipts and export benefits but exclude
Value Added Tax.
Erection and Works Contract revenue for work completed are recognized on percentage of completion method based
on completion of physical proportion of the contract work. When it is probable that total contract cost will exceed the
total contract revenue, the expected loss is recognized immediately.
(ii) Infrastructure EPC Division:
Revenue is recognized by adding the aggregate cost and proportionate margin using the percentage completion
method. Percentage of completion is determined as a proportion of cost incurred to date to the total estimated contract
cost. When it is probable that total contract cost will exceed the total contract revenue, the expected loss is recognized
immediately
(iii) Bio-mass Energy:
Revenue is recognized on supply of electricity generated to the customer.
(iv) Construction:
Revenue is recognized on percentage of completion method based on completion of physical proportion of the contract
work. Income on account of claims and extra item work is recognized to the extent group expects reasonable certainty
about receipts or acceptance from the client. When it is probable that total contract cost will exceed the total contract
revenue, the expected loss is recognized immediately.
(v) Warehousing:
Revenues from warehousing facilities are recognized when services are rendered, which coincides with agreement
entered with customers and other entities.
(vi) Others:
Dividends are recorded when the right to receive payment is established. Interest income is recognized on time
proportion basis.
Annual Report 2015-16 | 119
Kalpataru Power Transmission Limited
H. Trade receivables as at the year end under the contract are disclosed net of advances relating to the respective contracts
received and outstanding at the year end.
I. Inventories:
(i) Transmission & Distribution:
Raw materials, Fuel, Semi finished goods, Finished goods, scraps, construction work in progress, construction and
other stores and spares, tools are stated at lower of cost and net estimated realizable value. The cost of inventories is
computed on weighted average basis.
(ii) Construction:
Construction material, stores and spares are valued at lower of cost or net realizable value. Cost includes cost of
purchase and other expenses incurred in bringing inventory to their present location and condition. Cost is determined
using FIFO method of inventory valuation.
J. Investments:
Long term investments are stated at cost after deducting the provision for diminution in value, if any, other than of a temporary
nature. Current investments are stated at lower of cost or fair value.
K. Employee Benefits:
(i) Gratuity liability is provided under a defined benefit plan, under Group Gratuity Cash Accumulation Schemes under an
irrevocable trust. The Company’s liability towards gratuity is determined on the basis of actuarial valuation done by an
independent actuary.
(ii) Contribution to Provident Fund, a defined contribution plan is charged to the Statement of Profit and Loss.
(iii) Provision for leave encashment liability is made on actuarial valuation as at the Balance Sheet date.
(iv) Short-term employee benefits are recognized as an expense at the undiscounted amount in the Statement of Profit and
Loss of the year in which the related service is rendered.
L. Excise Duty:
The liability for excise duty in respect of materials lying in factory/ bonded premises is provided for in the accounts.
Q. Use of Estimates:
The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and
assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported
income and expenses during the year. The Management believes that the estimates used in preparation of the financial
statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the
actual results and the estimates are recognized in the periods in which the results are known / materialize.
1. SHARE CAPITAL
AUTHORISED :
3,500.00 3,500.00
1.1 Reconciliation of the Equity Shares outstanding at the beginning and at the end of the reporting period.
Shares outstanding at the beginning of the year 15,34,60,570 3,069.21 15,34,60,570 3,069.21
Shares outstanding at the end of the year 15,34,60,570 3,069.21 15,34,60,570 3,069.21
1.2 The Company has only one class of Equity Shares having par value of ` 2 per share. Each holder of Equity Shares is entitled
to one vote per share. The dividend is declared and paid on being proposed by the Board of Directors after the approval of
the Shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining assets of the
Company, after distribution of all liabilities. The distribution will be in proportion to the number of Equity Shares held by the
Shareholders.
1.3 Details of Shareholders holding more than 5% shares in the company
(` in lacs)
As at As at
31st March, 2016 31st March, 2015
5. OTHER LONG TERM LIABILITIES
Trade Payables 22,451.34 12,205.55
Advance from Customers 16,408.28 19,714.23
Payable to Joint Venture Entities 156.86 158.75
Others 1,036.33 313.63
TOTAL 40,052.81 32,392.16
7.1 Working Capital Facilities of the Company of ` 28,566.86 lacs (Previous Year ` 61,517.59 lacs) from Banks are secured in
favour of consortium of bankers by hypothecation of stocks, stores and spares, trade receivables and all other movables of
the borrower on pari passu basis, both present and future. Also secured by movable fixed assets pertaining to transmission
and distribution division and infrastructure division of company and immovable properties situated at Gandhinagar, Gujarat.
7.2 Working Capital Facilities of one of the subsidiary of ` 23,123.26 lacs (Previous Year ` 21,765.71 lacs) are secured in favour of
consortium bankers, by way of :
(a) First charge against hypothecation of Stocks, Work in Progress, Stores and Spares, Bills Receivable, Book Debts and
other Current Assets.
(b) Second charge on all movable Fixed Assets financed by consortium bankers.
(c) First charge on the office premises of the Company.
7.3 Working Capital Facilities of one of the Subsidiary of ` 4,670.81 lacs (Previous Year ` 6,465.58 lacs) are secured against
hypothecation of Stock, Book Debts, Plant and Machinery & Equipments, Other Fixed Assets, Land and Warehousing
Complexes constructed thereon in Pari Passu with Term Lender.
7.4 Loans repayable on demand amounting to ` 2,587.24 lacs (Previous Year ` 5,404.94 lacs) is guaranteed by Mr. Aditya Bafna
and Mr. Shubhendra Kumar Bafna.
Others
(` in lacs)
Face Value No. of Shares / Units Amount
Currency Per Share/ As at As at As at As at
Particulars
Unit 31st March, 31st March, 31st March, 31st March,
2016 2015 2016 2015
Trade Investments (at Cost)
(a) Investment in Equity Instruments
(i) Joint Venture, Unquoted, Fully Paid
Aggrawal JMC Joint Venture 694.30 694.60
JMC-CHEC Joint Venture 366.87 360.22
(ii) Others, Quoted, Fully Paid
Power Grid Corporation of India Limited INR 10 48,366 48,366 25.15 25.15
(iii) Others, Unquoted, Fully Paid
Transpower Engineering Limited INR 10 100 100 0.04 0.04
Other Investment (at Cost)
Investment in Mutual Fund Unquoted, Fully Paid
HDFC Debt Fund for Cancer Cure -100% Dividend
Donation Option 5,00,000 5,00,000 50.00 50.00
TOTAL 1,136.36 1,130.01
Less: Provision for diminution in the value of
Investments in Transpower Engineering Limited 0.04 0.04
TOTAL 1,136.32 1,129.97
Aggregate amount of Quoted Investments 25.15 25.15
Market Value of Quoted Investments 74.73 70.23
Aggregate amount of Unquoted Investments 1,111.17 1,104.82
As at As at
31st March, 2016 31st March, 2015
13. LONG TERM LOANS AND ADVANCES
(Unsecured, considered good)
Capital Advances 1,692.71 1,502.75
Deposits 5,042.78 4,795.64
Advance Income Tax and TDS (net of provisions) 1,732.39 732.53
MAT Credit Entitlement 906.76 1,232.03
Prepaid Expenses 102.49 28.17
Advance to Suppliers 1,352.05 1,172.90
VAT Credit / WCT Receivable 7,826.07 5,666.32
Loans and Advances to Joint Venture Entities 4,042.53 2,614.70
TOTAL 22,697.78 17,745.04
(` in lacs)
As at As at
31st March, 2016 31st March, 2015
15. INVENTORIES
Raw Materials and Components (including goods in transit ` 817.26 lacs) 28,058.43 33,874.48
(Previous Year ` Nil)
Finished Goods of Tower Structures 8,432.76 18,130.72
Semi-finished Goods of Tower Structures 2,410.67 3,028.97
Stores, Spares, Construction Materials and Tools 15,898.99 14,830.37
Construction Work-in-Progress 8,206.31 14,833.20
Scrap 292.90 357.96
Finished Goods of Real Estate Division 10,507.02 15,337.08
Semi-finished Goods of Real Estate Division 17,916.17 15,781.85
Agro Commodities 1,337.47 5,340.58
Packing Material & Consumables 13.13 247.39
TOTAL 93,073.85 1,21,762.60
(` in lacs)
As at As at
31st March, 2016 31st March, 2015
19. OTHER CURRENT ASSETS
Export Benefits Receivable 3,629.39 4,440.46
Accrued Value of work done 91,134.95 78,868.37
Unamortised Expenses 2,890.82 3,410.70
Receivables for Sale of Fixed Assets 7.81 5.81
Accrued Income 21.49 100.84
Fixed Assets held for Sale 1,161.94 35.66
Subsidy Deposit 275.00 -
TOTAL 99,121.40 86,861.84
2015-2016 2014-2015
20. REVENUE FROM OPERATIONS - GROSS
Sale of Products
(` in lacs)
2015-2016 2014-2015
23. (INCREASE) / DECREASE IN STOCKS
STOCK AT BEGINNING OF THE YEAR
Finished Goods
Tower Parts 18,123.00 13,501.18
Others 7.72 10.52
18,130.72 13,511.70
Semi-Finished Goods 3,028.97 3,839.53
Scrap 357.96 285.66
Agro Commodities 5,340.58 8,218.49
Construction Work-in-Progress 10,932.20 8,522.01
37,790.43 34,377.39
Finished Goods
Tower Parts 8,425.19 18,123.00
Others 7.57 7.72
8,432.76 18,130.72
17,465.43 37,790.43
TOTAL 20,325.00 (3,413.04)
(` in lacs)
2015-2016 2014-2015
25. OTHER EXPENSES
Erection and Sub-contracting Expenses 2,38,185.56 2,24,969.67
Job charges 5,538.00 4,570.05
Power and Fuel 2,351.53 2,417.79
Excise Duty 956.94 393.95
Repairs and Maintenance:
Plant and Machinery 370.98 423.39
Building 383.06 382.06
Others 58.89 70.33
Rent 3,807.33 3,423.07
Freight and Forwarding Expenses 10,651.34 10,623.09
Stores, Spares and Tools Consumed 1,806.58 1,575.41
Vehicle / Equipment Running and Hire Charges 653.61 854.54
Testing Expenses 106.59 266.68
Pollution Control Expenses 157.20 437.96
Insurance Charges 3,250.66 3,026.17
Rates and Taxes 625.19 485.06
Stationery, Printing and Drawing Expenses 1,110.15 968.38
Telecommunication Expenses 778.87 783.03
Travelling Expenses 4,158.85 5,455.27
Legal and Professional Expenses 6,567.24 3,965.57
Service Charges 660.35 8,468.91
Auditor's Remuneration
Audit Fees 137.37 104.17
Other Services & Reports 31.82 8.88
Reimbursement of Expenses 1.76 1.02
170.95 114.07
Taxes and Duties 8,236.91 9,482.97
Bank Commission and Charges 4,788.21 3,576.10
Share of RSWC 140.25 140.69
Loss on Disposal of Investment - 0.48
Performance Warranties Expenses 3,890.17 5,428.37
Expense for Contractural Deductions 1,431.18 -
Service Tax 4,243.46 4,625.14
Loss / (Gain) on Exchange Rate Variation (3,825.98) 431.68
Sitting Fees and Commission to Non-Executive Directors 428.93 291.28
Loss on Material Damaged / Lost / Fire (net) 2,754.96 333.24
Corporate Social Responsibility Expenses (Refer Note 31) 71.30 203.36
Carbon Credit Expenses 21.15 48.78
Bad Debt Written Off 129.93 -
Miscellaneous Expenses * 5,089.27 4,949.94
TOTAL 3,09,749.61 3,03,186.48
* Includes Donation to Electrol Trust of ` Nil (Previous Year ` 400 lacs)
Country of % voting
Name of Jointly Controlled Entity with effect from
Incorporation power
Jhajjar KT Transco Private Limited 19/05/2010 India 49.72%
Kurukshetra Expressway Private Limited 29/03/2010 India 33.31%
Details of proportionate share in the Assets, Liabilities, Income and Expenditure of the Company in these Joint Venture entities.
(` in lacs)
As at As at
31st March, 2016 31st March, 2015
28. CONTINGENT LIABILITIES IN RESPECT OF:
(a) Bank Guarantees 5,030.05 6,697.40
2015-2016 2014-2015
31. CSR EXPENDITURE :
(a) Gross amount required to be spent by the company during the year 301.16 366.68
(b) Amount spent on purposes other than construction/ acquisition of any assets 71.30 203.36
c) Enterprises, having Significant influence and having transactions with the group
Kalpataru Properties Pvt. Limited
Property Solution (India) Pvt. Limited
Kalpataru Enterprises
Kalpataru Limited
Kalpataru Construction Pvt. Limited
K C Holdings Pvt. Limited
Kalpataru Viniyog Pvt. Limited
Kalpataru Holdings Pvt. Limited
Kiyana Ventures LLP
Shubham Fiscal Services Pvt. Limited
Gurukrupa Developers
Argos International Marketing Pvt. Limited
Neo Pharma Pvt. Limited
Kalpataru Retail Ventures Pvt. Limited
Agile Real Estate Pvt. Limited
Arvind Silk Mills Pvt. Limited *
Illingrowth Marketing Pvt. Limited *
Kalpataru Shubham Enterprise *
* One of the Additional Non Executive Director appointed in one of the subsidiary, w.e.f April 11, 2016 has significant
influence in these entities.
(` in lacs)
2015-2016 2014-2015
34. Information in accordance with the requirement of the Accounting Standard 7 :
Construction Contracts
1. Amount of Contract Revenue Recognised 4,20,475.45 3,94,225.36
2. Disclosure in respect of contracts in progress at the Reporting Date
(a) Contract cost incurred & recognised Profit less recognised losses
upto the reporting date 10,10,109.02 9,24,075.70
(b) Advance Received 58,603.14 52,366.76
(c) Retention 41,071.46 48,443.62
3. Due from Customers 90,902.13 76,221.95
36. (a) One of the Subsidiaries has filed a writ petition in High Court of Rajasthan against order of Board of Revenue alleging
violation of the principle of natural justice of audi alteram partem i.e. hearing the other party/side in the case where
Board of Revenue questioned the purchase of land by the subsidiary at Alwar from the then owners. The value of land
& building involved in the matter at book value is ` 831.76 lacs (Previous Year ` 831.76 lacs). The subsidiary does not
expect any liability on account of the same.
(b) One of the Subsidiaries had received a letter from its term lender for projects in Rajasthan stating that the subsidy applied
under Scheme of Development /Strengthening of Agriculture Marketing Infrastructure, Grading and Standardization
(AMIGS) for its Agri Logistics Parks has not been approved on technical grounds as stated in Joint Monitoring Committee
report and has recalled the advance subsidy of ` 225 lacs (Prevoius Year ` 150 lacs). The said advance capital subsidy
received by the subsidiary company is credited to the relevant fixed assets of the subsidiary company in the year of
receipt. The subsidiary company has represented the matter to National Bank for Agriculture and Rural Development
(NABARD) and Directorate of Marketing & Inspection (DMI), Delhi. DMI has initiated the process for reviewing the same
in the light of submissions made by the company. The subsidiary company believes that the projects are well qualified
under the said subsidy scheme and the same would be approved by the relevant sanctioning authorities.
37. During the year, Haryana Vidyut Prasaran Nigam Limited has deducted / withheld from one of the jointly controlled entity,
` 385.48 lacs (Parent’s share ` 191.65 lacs) of unitary charges for the month of February and March 2016 due to system
unavailability in February 2016 caused by Jat Agitation. As per Transmission Agreement, same has been recognised as
revenue during the year by the subsidiary since the Act has been accepted as “Force Majeure Event” by the Authority and
Indepedent Engineer.
38. In respect of one of the projects of the Company, a customer has raised claims against the Company with regard to tower
supplies made from March 2012 to April 2013. Based on legal advise the management believes that it has a strong case in
arbitration. In view thereof, no provision has been been made at this stage.
39. (a) The Company’s significant leasing/ licensing arrangements are mainly in respect of residential / office premises and
equipments, which are operating leases. The aggregate lease rental payable on these leasing arrangements are charged
as rent and equipment hire charges in these accounts amounting to ` 11,306.13 lacs (Previous year ` 10,075.93 lacs).
These leasing arrangements are for a period not exceeding 9 years and are in most cases renewable by mutual consent,
on mutually agreeable terms. Future lease rental payable in respect of assets on lease for not later than 1 year is
` 1,764.09 lacs (previous year ` 514.95 lacs) and for later than 1 year but not later than 5 years is ` 844.62 lacs (Previous
year ` 649.84 lacs) and for later than 5 years but not later than 9 years is ` 74.75 lacs (Previous year ` 292.54 lacs).
(b) One of the Subsidiary has entered into leasing arrangements mainly in respect of Commercial premises (Finished Stock),
which are operating leases. The lease rental receivable on these leasing arrangements are recognized as income from
non-cancellable lease on a straight line basis over a period of lease in these accounts amounting to ` 277.76 lacs.
The Gross carrying amount of premises is ` 9,963.91 lacs (Previous year ` 2,615.43 lacs). Future lease rental receivable
in respect of assets given on lease for not later than 1 year is ` 1,165.16 lacs (Previous year ` 277.76 lacs) and for later than
1 year but not later than 5 years is ` 1,687.58 lacs (Previous year ` 1,139.13 lacs).
40. The Group has entered into derivative contracts including forward contracts to hedge its risk associated with foreign currency
fluctuations. Group does not use derivative contracts including forward contracts for the speculative purpose.
a. The particulars of derivatives including forward contracts entered into for hedging purpose
(i) For Hedging Currency related risks.
Currency Buy/Sell Cross Currency Amount of Exposure Hedged ( `in lacs )
As at 31st March, 2016 As at 31st March, 2015
Euro Sell USD 10,009.68 26,545.67
Euro Sell INR 6,869.99 5,931.25
USD Sell INR 17,403.66 35,489.66
CAD Sell USD - 2,758.40
JPY Buy USD 2,370.21 1,721.06
Euro Buy USD - 1,967.72
USD Buy INR 1,172.43 4,832.76
(` in lacs)
Transmission & Infrastructure EPC Construction Others Unallocable Total
Particulars Distribution
2015-16 2014-15 2015-16 2014-15 2015-16 2014-15 2015-16 2014-15 2015-16 2014-15 2015-16 2014-15
1 Segment Revenue :
Sales & Services 3,69,304.80 3,96,163.83 53,662.97 27,597.83 2,64,118.44 2,46,740.93 45,695.36 42,445.08 - - 7,32,781.57 7,12,947.67
Other Operating Income 5,012.18 6,117.46 4.39 - - - 239.83 756.20 - - 5,256.40 6,873.66
Net Sales/Revenue from
Operations 3,74,316.98 4,02,281.29 53,667.36 27,597.83 2,64,118.44 2,46,740.93 45,935.19 43,201.28 - - 7,38,037.97 7,19,821.33
Add : Other Income 217.91 401.50 13.57 30.29 653.68 1,458.31 694.02 101.87 304.66 513.00 1,883.84 2,504.97
for the year ended March 31, 2016
CORPORATE OVERVIEW
Total 3,74,534.89 4,02,682.79 53,680.93 27,628.12 2,64,772.12 2,48,199.24 46,629.21 43,303.15 304.66 513.00 7,39,921.81 7,22,326.30
2 Segment Result Before Finance
Cost and Tax 36,903.23 37,473.97 952.68 (4,665.77) 18,409.75 14,924.00 5,810.92 7,859.24 326.55 515.10 62,403.13 56,106.54
Less: Finance Cost 43,936.56 33,700.01
Profit before Tax 18,466.57 22,406.53
Current Tax 15,172.06 10,376.78
Deferred Tax (5,039.14) 488.13
Tax Adjustment for earlier years 0.42 0.04
Net Profit after Tax 8,333.23 11,541.58
3 Other Information -
MANAGEMENT DISCUSSION & ANALYSIS
Segment Asset 3,21,500.39 3,28,616.49 60,309.05 46,750.45 3,72,959.65 3,52,624.93 1,55,831.26 1,63,318.57 6,615.37 5,430.41 9,17,215.72 8,96,740.85
Segment Liability 1,84,948.72 1,55,548.34 19,587.64 15,480.35 1,23,059.32 1,05,679.29 5,924.62 7,836.22 103.63 5,271.51 3,33,623.94 2,89,815.71
Capital Expenditure (incl. CWIP) 5,876.80 3,427.33 777.89 2,046.32 27,664.96 1,41,230.71 4,896.68 26,702.72 - - 39,216.33 1,73,407.08
Depreciation 7,444.13 7,650.61 695.87 636.01 8,752.77 6,500.28 3,283.15 2,041.62 - - 20,175.92 16,828.52
44. The Management is of the opinion that as at the Balance Sheet date, there are no indications of a material impairment in the
value of fixed assets. Hence, the need to provide for an impairment loss does not arise except provided in the books.
45. In the opinion of the management the balances shown under trade receivables, accrued value of work done, loans and
advances and other assets, whether current or noncurrent, have approximately the same realizable value as shown in the
accounts.
46. Figures pertaining to the group companies have been re-classified wherever necessary to bring them in line with the parent’s
financial statements.
(` in lacs)
Sr. Name of the Subsidiary Reporting Share Reserves Total Total Invest- Turnover Profit Provi- Profit Proposed % of
No. currency Capital & Surplus Assets Liabilities ments before sion for after Dividend share-
taxation taxation taxation holding
1 JMC Projects (India) Limited INR 3,358.10 62,739.69 2,28,346.19 1,81,166.90 18,918.50 2,48,373.65 6,138.07 2,036.31 4,101.76 335.81 67.19%
2 Shree Shubham Logistics
Limited INR 6,500.79 4,269.69 62,297.08 52,522.24 995.64 24,887.77 (5,507.70) (1,571.10) (3,936.60) - 72.97%
3 Adeshwar Infrabuild Limited INR 5.00 (26.30) 0.05 21.35 - - (0.31) - (0.31) - 100%
4 Amber Real Estate Limited INR 99.00 (3,585.12) 12,514.90 16,001.02 - 7,017.98 5.49 (0.03) 5.52 - 100%
5 Energylink India Limited INR 100.00 (27.32) 291.27 223.59 5.00 24.00 (0.37) (1.49) 1.12 - 100%
6 Kalpataru Metfab Private Limited INR 3,001.00 (769.97) 2,235.04 4.01 - - 21.70 7.46 14.24 - 100%
7 Kalpataru Satpura Transco
CORPORATE OVERVIEW
Private Limited INR 1,619.00 9,598.68 32,390.16 21,172.48 - 3,722.82 (90.11) - (90.11) - 100%
8 Kalpataru Power DMCC, UAE AED 139.30 (114.50) 556.86 532.06 - - (76.11) - (76.11) - 100%
9 Kalpataru Power Transmission -
USA, Inc. USD 228.17 103.39 379.20 47.64 - 448.23 210.74 71.10 139.64 - 100%
10 Kalpataru Power Transmission
(Mauritius) Limited USD 290.33 (48.52) 525.09 422.58 139.30 - (16.09) - (16.09) - 100%
11 Kalpataru Power Transmission
Nigeria Limited NGN 31.27 (82.72) 0.23 51.68 - - (0.33) - (0.33) - 100%
12 Kalpataru SA (Proprietary)
Limited ZAR 32.01 6.61 38.63 0.01 - - (0.03) - (0.03) - 100%
13 LLC Kalpataru Power
Transmission Ukraine UAH 27.32 (52.51) 1,155.02 1,180.21 - 15,211.90 (101.01) (19.68) (81.33) - 100%
14 Saicharan Properties Limited INR 5.00 (66.83) 24,782.84 24,844.67 - - (59.89) - (59.89) - 100%
MANAGEMENT DISCUSSION & ANALYSIS
(d) Namo Overseas PTE. Limited was formed and struck off during the year.
Kalpataru Power Transmission Limited
Annexure pursuant to first proviso to sub section (3) of section 129 of Companies (Accounts) Act, 2013
Statement containing salient features of the financial statement of Subsidiaries/ Associate Companies/ Joint Ventures
Part “B”: Associates and Joint Ventures